Ultimate Spiderman: Knights of Noir
by Prosp88
Summary: Rewrite of previous story; Ultimate Spiderman: L.X.G. Better updated dialogue, new chapters, new characters. This version is the audio script i've been working on for the last 6 months so i'd like to offer a heart-filled thank you to all my readers for their patience and special thank you to Kyle Anderson; who help proof read, exchange ideas and cracked the whip when need.
1. More Heroes Like Me?

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman; Shattered Dimensions, any related characters, Marvel, Disney or Dynamite entertainment.**

I **n short I don't own anything in this story.**

 **This is just for fun.**

* * *

 _ **Ultimate Spiderman: Knights of Noir**_

 **Chapter 1: More Heroes like me?**

 **New York City - 2013 - Night**

 **Jameson:** _"Listen up New York; it is the duty of every New Yorker to report on the actions of these masked hooligans. And as long as_ _ **J Johan Jameson**_ _is CEO of Daily Bugle Communications, I won't rest until New York is free of these Vigilante menaces. Not to mention that no good wall crawling_ _ **Spiderman**_ _!"_

 _Splat! Webbing suddenly stuck to the massive screen overlooking Times Square which allows Spiderman to swing through the streets of Manhattan._

 _ **(Spiderman) Hey guys, it's is none other than your friendly neighbourhood Spiderman, Now in case you're wondering, I'm not working with my regular writers, instead I've got this new guy with me. He's a little new so let's not hold that against...**_

 _From out of nowhere Spiderman crashes face first into the huge DBC billboard, spread eagled across J Johan Jameson magnificent moustache. He slowly peels off the board and lands on the rooftop just below._

 _ **(Spiderman) Ouch, hey newbie, watch were your sending me, it's bad enough, having to listen to blowhard Jameson without... no wait, I said we weren't going to be too hard and that's what I'm going to do. Let no one say that Spiderman doesn't keep his word.**_

 _While Spiderman sits up and begins rubbing his head, his communicator goes off. As he checks it his eyes widen in horror as he sees the current time._

 **Spiderman:** Wait is that what time it is? Awe man I'm late for shield training ... _**again**_. I promised Fury I'd be on time today.

 _ **(Spiderman) Don't look at me like that, things came up, you know what goes on in my average day. Beating down super villains before school ... school ... fighting super villains on my way home ... homework ... friends ... kicking super villain butt in the evening ... night time patrol, the list is endless. That's the price you pay for having the amazing life that I have.**_

 _Spiderman leaps off of the building and swings away just when Jameson continues his never ending slandering rant our hero._

 _ **(Spiderman) Though sometimes I wonder if it is amazing, I mean thanks to J.J. everyone thinks I'm a menace, my best friend Harry hates me because of what happened to his dad, Fury is always riding me about something and worse of all tomorrow is the day that uncle Ben...**_

 _He couldn't finish his sentence, so he decides to lands on a stone gargoyle at a nearby church._

 _ **(Spiderman) Look I need to level with you guys. Sometimes it feels like everyone's life is all well and good, but mine just keeps getting worse. Just look at my team, I mean their great and all but over the last few months I've discovered that Iron Fist is a millionaire King of a mystical city, Nova has lived in space and has a team that loves him, Power man has reunited with his parents and Tiger...**_

 _He sighs and looks up to the Tri-carrier hovering above the city._

 **Spiderman:** Ava... she's possibly the only one on the team who understands what I've been though. We've bonded ever since that business with Kraven, since we've told each other of our pasts and since the moment she hugged me I've been thinking a lot about...

 _ **(Spiderman) Hey wait a minute, dude are you making me say this bit OUT LOUD? Not cool, I don't want anyone else to hear this, what if I was talking about something more... Dirty? What if someone was listening?**_

 **Director Fury:** _"Spiderman, SPIDERMAN!"_

 _Spiderman jumps out of his skin, falling off the gargoyle, but quickly web zip's back on top. He looks to his communicator._

 **Spiderman:** Fury? How long have you been there?

 **Director Fury:** _"Only a few seconds, were you talking to yourself again?"_

 **Spiderman:** Err...

 **Director Fury:** " _Doesn't matter; just get your butt over to the Tri-Carrier for training NOW! You're late, so there's a special training exercise with your name on it. NOW MOVE IT."_

 **Spiderman:** Sir! Yes sir!

 _ **(Spiderman) Seriously a little appreciation would be nice; I use to tell myself that I didn't do this for fame or fortune but lately...**_

 _Spiderman starts running up the side of the church towards its highest steeple._

 _ **(Spiderman) It feels like I'm alone on this one, misunderstood, unappreciated and nobody seems to understand or care.**_

 _At the very top of the building, Spiderman jumps and web shoots the Tri-Carrier, starting the long journey up._

 **Spiderman:** I wish there were other heroes like me.

* * *

 **S.H.I.E.L.D. Tri-Carrier – Training Room**

 _All across the training room there are broken training droids, scorched marks on the walls and bits of webbing all over the place. We find our favourite wall crawler amongst the debris with a pan and brush._

 _ **(Spiderman) Oh hey guys, in case you're wondering, this is the result of a successful training exercise from me and my team mates. However since I was late for the eighth time this week, I've been landed with mop up duty. That's right your favourite web swinger has become a web sweeper and if you think that's bad, Fury said if I'm late again I'll only get a tooth brush. However... it's not all bad.**_

 _White Tiger emerges out from behind a pile of droids, sweeping the ground with a broom._

 **White Tiger:** And once again _**web head**_ I find myself pushing a broom because of you.

 **Spiderman:** Hey it's not my fault; I don't know why you volunteered to help me?

 **White Tiger:** Gives us a chance to talk.

 _ **Oh man, when Tiger wants to talk... it's never good.**_

 **Spiderman:** What about?

 **White Tiger:** You know what's it about Spidey, I'm really worried about you.

 _ **(Spiderman) She's worried... about me?**_

 **White Tiger:** You're letting your personal life interfere too much with Spiderman's life. You've been late for weeks, slacking off in training, your head hasn't been in the fight and it's been affecting the team on missions.

 **Spiderman:** You know Tiger everyone has tough days. I'd thought you of all people would understand that.

 **White Tiger:** I do understand, that's why I'm telling you this.

 **Spiderman:** Worried that I'm going to screw up!

 **White Tiger:** I'm worried that you're going to get yourself _**killed**_!

 _The two of them stood there staring at each other in silence for a few minutes... until._

 **White Tiger:** Look ... Peter, there's something else you should know, Fury hasn't been impressed with you lately, and _**that's**_ an understatement. And I overheard him talking to Coulson, he's thinking of making Nova the new team leader, even considered kicking you off the team.

 **Spiderman:** _**WHAT**_! So that's what I get after everything I have done for Fury and S.H.I.E.L.D?

 **White Tiger:** That's why I'm telling you this; I don't want you to leave. I just know that you can reach your full potential by staying here, become the _ **Ultimate**_ Spiderman. You're a great true leader and besides you are so much more than my team mate, your my friend and...

 _White Tiger freezes suddenly in mid-sentence and then turns away from Spiderman to continue sweeping up broken parts. Spiderman walks slowly towards White Tiger and places a hand on her shoulder._

 **Spiderman:** Ava, I appreciate what you're doing for me, but maybe it's time I do leave. I do still want to become Ultimate, but I don't know if I can if my life just stays the same around here.

 _White Tiger turns to face him, a look of anger expressed in her face._

 **White Tiger:** So that's it then? You're just going to turn your back on what you've done here? Including everyone who believes in you?

 **Spiderman:** And who would that be exactly?

 **White Tiger:** Fury, Coulson, Danny, Luke and Sam may have lost faith in you lately but _ **I**_ always believed in you.

 _She drops the broom and turns to walk out of the training room. Just when she reaches the door, she stops to look over at Spiderman over her shoulder._

 **White Tiger:** And I still do.

 _Spiderman sits down on a broken droid._

 **Spiderman:** Can this day get any worse?

 _An alarm sounds and the room is filled with flashing red lights. Fury's voice is heard over the intercom_

 **Director Fury:** _"_ _ **Code red,**_ _repeat_ _ **code red**_ _, everyone report to their stations, Spiderman and the rest of the team report to the bridge immediately, double time people."_

 _ **(Spiderman) Dude, Seriously! Is this new writer intentionally making my life hell?**_

* * *

 **New Jersey - Warehouse - An Hour Later**

 _Spiderman is lying on his back among rubble, with a loud ringing sound in his ears, his vision is blurry and he can smell an unpleasant copper taste in his mouth. Slowly he begins to sit up, every inch of his body aching with pain. He clutches his side; two of his ribs are broken._

 **Spiderman:** What happened?

 _He winces in pain as he struggles to remember previous events: Training aboard the Tri-carrier, talking with Ava, being summoned to the bridge, but what for?_

 **Spiderman:** Owe... my head.

 _ **(Spiderman) Ok, what happened? Fury gave us our mission, someone was sighted, someone... dangerous, they had something in their possession, some kind of artefact and we were ordered to retrieve it.**_

 _The ringing in his head was starting to dampen, he could start to here noise's but couldn't make it out._

 _ **(Spiderman) We arrived at our destination, some warehouse in New Jersey, That's right I said Jersey. Before we started to investigate, Captain Bucket head was trying to take charge by second guessing my order's by going in all guns blazing instead of recon like I said, both Powerman and Iron Fist soon followed him eagerly and after what sounded like a giant explosion, so did White Tiger and me.**_

 _The noise was getting louder and Spiderman's vision was starting to come back into focus. He could see a giant silhouette and a fast moving blur. The giant... thing, whoever it was, is holding something that was glowing._

 _ **(Spiderman) That's it! That's what we've been sent to recover. It had blasted Powerman off his feet with a single blast, and had knocked Nova out of the air with ease then when Iron Fist tried to counter attack; the creature used it to block every attack like they were nothing. Then when White Tiger and I tried to double them the creature, it encased itself in a dome of light, which exploded and knocked us back.**_

 _Something then landed next to Spiderman, but he was still too dazed to make out what it was. It was the size of baseball and he thought he could hear a noise from it but it could just be the ringing again. But then he heard it, so clearly and distinctly than before... laughter, a cold maniacal laugh that sent chills down his spine. It sounded familiar, too familiar for his likening. Spiderman looked back to the fight, for that's what it was, that noise, the sound of battle and with his sight returning he could make out that the fast blur was white and the giant creature was..._

 **Spiderman:** GREEN!

 _He could hear the other sound clearly now, it was a beeping noise, and that ringing sound he could hear was his trusted spidey sense. He looked down to find what looked like a..._

 **Spiderman:** PUMKIN BOMB!

 _With lightning fast agility, he web zipped out of the way, narrowly avoiding the explosion that burnt off some of his costume, exposing his bare back. He reached safety by landing on the beams above; from there he could get a clear view. Nova is lying face down, out cold, Powerman halfway inside a brick wall and Iron first, half buried under rubble. And in the centre of the chaos, stood none other than the Green Goblin, holding the artefact in one hand and in the other..._

 **Spiderman:** TIGER!

 **Goblin:** Ah Spiderman, I hope my pumpkin bomb didn't disturb you?

 **Spiderman:** Let her go _**Osborn**_!

 **Goblin:** With pleasure.

 _Goblin raised his arm that was holding White Tiger buy her hair and flung her across the room. Spiderman leaped from the beams and in a single web swing he caught White Tiger in mid flight and landed safely on the ground._

 **White Tiger:** Spidey...

 **Spiderman:** Don't talk, save your strength.

 **Goblin:** Awe, well isn't that sweet, the spider and the tiger. I would love to stay and watch your tender moment, but I'm afraid I'm on a tight schedule.

 **Spiderman:** You're not going anywhere Goblin!

 **Goblin:** I beg to differ, for now I have this...

 _Holds up the artefact that Spidermans team was sent to collect, a glowing wand_

 **Goblin:** Yes Spiderman, with this in hand I will undertake a journey that will shake the very foundations of this world.

 **Spiderman:** You already shake the foundations of this world every time I knock you on your butt.

 **Goblin:** Amusing as always Spiderman, I shall miss your banter most of all.

 _Goblin raise's the wand above his head. It glows brighter and begins to illuminate the entire warehouse._

 **Goblin:** But I' afraid _**time**_ waits for no man.

 _Spiderman dashes towards him as fast as he could, every bone and muscle in his body screaming in pain, he then leaps forward, grabbing the wand, trying to wrestle it out of the Goblins hand, but instead the wand breaks an half and falls to the ground._

 **Goblin:** WHAT HAVE YOU DONE?

 **Spiderman:** GOBLIN!

 **White Tiger:** PETER!

 _And in a blinding flash of light, the two of them disappeared, leaving behind only a destroyed warehouse, an unconscious Nova, a badly injured Powerman and Iron Fist, and White Tiger, collapsing and sobbing at where he last stood._

* * *

 **Early Morning**

 _The warehouse is buzzing with activity; after the battle, S.H.I.E.L.D. agents had arrived to secure the area, lead by agent Coulson and a squad of medics. In no time the young heroes had been attended to and are back on their feet._

 _as the team was giving their report to Coulson on the events that transpired, they walked back over to the strange anomaly that was lingering just above the spot where Spiderman and Green Goblin were last scene, was what looked like a crack of some kind. Slowly Coulson and the team moved towards it as its being studied by some of S.H.I.E.L.D's scientists._

 **Nova:** What is it?

 **Agent Coulson:** It seems to be generating chronal displacement inertia.

 **Nova:** What does that mean?

 **Iron Fist:** That is must be a rip in the space/time continuum.

 **Nova:** Huh?

 **White Tiger:** It's a singularity, a point in the universe where the normal laws of space and time don't apply.

 **Nova:** So... What is it?

 **Powerman:** It's a miniature worm hole.

 **Nova:** Oh... why didn't you just say?

 _Powerman slaps Nova in the back of his head._

 **Agent Coulson:** We have to report this to Fury, everyone back to the Tri-carrier, let the lab boys handle this.

 _As Coulson turns to leave, he is stopped in his tracks by White Tiger cutting in front of him._

 **White Tiger:** What about Spiderman?

 **Agent Coulson:** I'm sorry Tiger, but there's nothing we can do, he's gone.

 **White Tiger:** HE'S NOT GONE!

 _Nova steps forward._

 **Nova:** Tiger...

 _SMACK! In one swift movement, White Tiger raised her hand with her claws extended and slapped Nova so hard that his helmet spun round and is now facing backwards._

 **White Tiger:** THIS IS YOUR _**FAULT**_! IF YOU'D LISTERN TO PETER IN THE FIRST PLACE NONE OF THIS WOULD HAVE HAPPEND!

 **Powerman:** Hey, We didn't make Peter do what he did!

 **White Tiger:** (fighting back tears) YES YOU DID! You all did, after the way everyone has treated him... after what I said to him... He did what any true hero would do, unlike the rest of us, he sacrificed himself to save us, to save me.

 _White Tiger turned away, tears streaming down her face._

 **White Tiger:** I never even got the chance to tell him...

 _Iron Fist walked up to White Tiger and placed his hand on her shoulder, and she thought that his hand felt so rough._

 **Iron Fist:** He's in a better place now.

* * *

 **A/N: Please comment and review.**

 **Thanks**


	2. The Weed of Crime

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy**

* * *

 **Chapter 2: The Weed of Crime**

 **S.H.I.E.L.D. Tri-Carrier - 2013 - Day**

 _It's been a week since the incident at the warehouse and in the Tri-carrier training room; Powerman, Iron Fist and Nova are fighting a group of SHILED bots. However they're not doing so well. They seemed unable to keep their minds on the fight; making one mistake after another and after ten minutes of brutal beatings, the training session is brought to an end by Fury._

 **Director Fury:** _"_ _That's enough! Everyone report to the briefing room."_

 _A few minutes later the 3 teen heroes are sitting at the table along with a very unhappy Fury._

 **Director Fury:** THAT HAS GOT TO BE THE MOST PATHETIC EXCUSE OF A TRAINING EXERCISE I HAVE EVER SEEN!

 **Powerman:** Sorry Fury...

 **Director Fury:** YOU'RE SORRY? IF THAT HAD BEEN UNDER PROPER BATTLE CONDITIONS YOU'D ALL BE DEAD!

 **Iron Fist:** It seems the Chi of our team has been thrown out of balance.

 **Nova:** Just ... shut up.

 **Powerman:** Hey man, chill

 **Nova:** Don't tell me to chill! I'm just sick of Mr Confucius here and his special subject; the fucking obvious.

 **Powerman:** Keep talking man and I'll knock you to the moon!

 **Nova:** Err... I can survive in space nimrod!

 **Powerman:** Not when I'm done!

 **Director Fury:** ENOUGH!

 _The two arguing teens settle down and the trainees turn to Fury._

 **Director Fury:** It's been a tough week I know, it's not easy to lose a teammate and friend. But that's the reality of this world, and we have to live with it.

 **Nova:** But Spiderman...?

 **Director Fury:** Is Dead!

 _The young heroes just sat in silence as Fury exits the room, leaving Powerman, Iron Fist and Nova with a lot to think about._

 **Iron Fist:** He is right, as painful as it is we must grieve for Peter's death if we hope to move past it.

 **Nova:** I'm not sure if I can.

 **Powerman:** You seemed to be doing fine.

 **Nova:** What the hell is that suppose to mean?

 **Powerman:** We all saw you at school; the day after Peter... you were laughing and joking about like you usually do as if nothing had happened. Dude our friend just...! How did you get over it so quickly?

 **Nova:** GET OVER IT! Get over it? Luke I haven't even started yet! I was joking around because... I don't know how to grieve for him. And what has Peter ever done for me? He held me back, He got on my nerves, and then he...broke my heart.

 **Iron Fist:** If that is how you feel? Then think about Ava.

 **Nova:** Oh god Ava! You think she still blames me for what happened?

 **Powerman:** You think? After she caught you joking a few days ago, she smacked you so hard, she must have thought you were Dr Doom or something.

 **Nova:** I thought she was going to tear me apart, just like The Trapper the day before. I haven't seen her like this since that whole deal with Kraven.

 **Iron Fist:** Coulson had to suspend her from school and the team, until she comes to terms with her reality. She was the most disciplined of us, but the language she used on Coulson...

 **Powerman:** We should go see her... she hasn't left her room in days; we should let her know she still has friends here.

 **Iron Fist:** A wise idea.

 **Nova:** Yea.

 _The second after they agree, the guys made their way across the Carrier towards its living quarters. Soon they're standing outside Ava's room. Nova hesitantly knocks on the door; there is no answer, so he knocks again with still no answer._

 **Nova:** Ava, open up! Come on don't do this.

 **Powerman:** Were all feeling over what happened, and that's why you should talk.

 **Iron Fist:** Grieving is a long journey, and it must begin with a single step, take that step... open the door.

 _Soon they can hear footsteps approaching the door, it slides open to reveal Ava standing in her PJ's, her hair in a complete mess, and looking as if she's been crying for a long time. Just as Nova opens his mouth to say something, Ava extends her claws and in couple of swift motions, slashes the three of them in their faces. She looks down at them as they roll around on the floor in pain before closing the door._

 **Nova:** ALRIGHT FINE! STAY IN THERE AND ROT YOU FUCKING BITCH! WERE DONE, I HOPE FURY KICKS YOU OF THE TEAM!

 _Inside her room, Ava returns to her desk, sits down and begins to look around her room. There are claw marks all over the walls and ceiling, her bed is in shreds and her floor is littered with empty cartons of ice cream of every flavour._

 _She turns to her computer and continues with what she was doing, going though all the photos of Peter on her "MarvelBook" profile page. She stops occasionally at some photos longer than others, the one of Peter falling out of his window during that snow day, some of when she was staying at the Parker residence. But when she found the one of him dressed up as a tulip when he was 6, she couldn't help but smile widely, she loved this photo most of all._

 _After a while looking on MarvelBook, she begins to search for "Spiderman" on Google. For the most part she only found searches of him being regarded as a menace, links to videos taken on mobiles of_ _him crashing into buildings, with people laughing at him. But there has been no mention of his death or disappearance._

 **Ava:** Is that all he gets? After everything he has done of this city, that's...

 _She stops in mid sentence, while scrolling down the page, Ava notices a link right down on the bottom with the title; "The Spider of New York", out of curiosity she clicks on it. The link takes her to an archive website containing a collection of old newspaper articles. She starts reading the article in front of her and she soon finds herself captivated by what it says._

" _There have been many reports over the years regarding the strange and abnormal; Bogymen, vampires and even wolf-men. But nothing has been stranger than the stories coming out of the Big Apple itself. Eye witness's accounts from many New Yorkers have reported sightings for a strange figure in black clothing and mask climbing up the sides of buildings without any kind of support._

 _It also appears that this masked man has been attacking some of the major criminal players of the city. One eye witness claims that during a mugging in which she was the potential victim, this "Spider" dropped out of nowhere and ensured her attackers using some kind of webbing. The NYPD have of course denied the existence of such a being. However the reports of known criminals being hanged upside down on lampposts, cocooned in this Spiders webbing has increased during the following weeks._

 _With the city being well known to be under the thumb of organised crime and corrupted officials. Maybe the city has a new saviour in the form of this masked vigilante. Maybe the scum of New York should now sleep with one eye open or else be caught in The Spiders ever growing web."_

 **Ava:** Peter?

 _She quickly scans down the page, hopefully trying to find the source of the article. It wasn't long before she found the reference tag at the very bottom of the page._

 **Ava:** 1936 Edition ... The _**Daily Sentinel.**_

 _Ava gets up changes into her civil clothing in a hurry and makes her way towards the door._

 **Ava:** Could it, could it really be?

* * *

 **Warehouse – 1936 – Night**

 _After regaining consciousness and feeling nothing but sharp pains all over his body, Spiderman sat up off the floor. Letting out a groaned, he felt dizzy as he viewed his surroundings._

 ** _(Spiderman) Hey guys, long time no see. I don't suppose any of you have any idea where I am? Last thing I remember I was fighting... wait I'M I DEAD?_**

 **Cut away**

 _Angel Spiderman and devil Spiderman are standing over a freshly dug grave with a tomb stone with the inscription "Spiderman: Dead but not forgotten"_

 **Angel Spidey:** He was taken long before his time.

 **Devil Spidey:** Yea... I'm off; I think Deadpool has a vacancy.

 _He takes out a travelling suitcase, puts on a hat and disappears._

 **Devil Spidey:** You coming?

 _Angel sighs and suddenly does the same thing._

 **Cut away ends**

 ** _(Spiderman) Hey come back! I... wait a minute! I can't be dead; the writer wouldn't kill me off so soon would he? WOULD YOU? You guys might not be able to tell but he says he wouldn't._**

 **Spiderman:** So if I'm not dead then where am I? It kinda looks like the same warehouse but it looks different ... brand new, untouched.

 _He got up off the ground and nearly fell back down again. He was still weak from his fight with Goblin and felt the pain from his ribs starting to return. He begins to navigate his way through the warehouse. The place was stacked full of crates, piled up so high that it created a maze-like labyrinth, causing him to get lost a few times._

 **Spiderman:** Where's the exit around here, wait there's an open sky light.

 _He aims his web shooters and web zips up and out onto the roof._

 **Spiderman:** Where are the guys? I can't believe they'd just ... Dude! I don't... is this...? New York?

 _He looks out onto the city, an unfamiliar city; all the buildings around him look different, not old and decrepit like before but newish, and from there design the whole area looks like it was from a different era._

 **Spiderman:** I'm I still in Jersey? Who turned off the colour? This place makes Latveria look downright cheerful. Oh please tell me Dr Doom didn't take over the world again while I was napping ... again.

 _Suddenly his spider sense kicks in, followed by a loud bang._

 **Spiderman:** Was that a gunshot?

 _Spiderman jumps off the roof and begins to web sling down to a nearby alleyway. Still not fully recovered from his fight, Spideys muscles are screaming out in pain. He's forced to land the side of a nearby building and crawl along its side, following the sound of the gunshot. While getting closer to a narrow alleyway he begins to hear voices._

 **Spiderman:** _They must be coming round that corner_.

 _He drops down and leans in against a wall, moving closer to its edge and peeked round._

 **Ox:** Is he dead?

 **Fancy Dan:** Ox, I just plugged a bullet through this mooks skull. He's not exactly goanna get up and start doing the salsa.

 **Montana:** Yea stupid.

 **Ox:** Hey!

 **Fancy Dan:** Will you two mooks stop bumping gums already! Just dump the body in that dumpster there.

 _The two gangsters pick up the body and begin to drag it towards the dumpster just across from Spiderman. He couldn't help but notice the clothes they were wearing, trench coats and hats that made them look like 30's gangsters._

 **Spiderman:** Are these guys for real?

 _While moving a little closer so he could hear better, he trips over a glass bottle._

 **Montana:** What was that?

 **Fancy Dan:** Just dump the copper or you'll be taking the rap for this one.

 **Ox:** I still can't believe you just shot a copper Dan.

 **Fancy Dan:** How many times have I got to explain this to you two mooks? The Boss wants this whole area under close watch. If we see anyone coming near or out of that warehouse we're suppose to give them a severe case of lead poisoning.

 _Ox and Montana lift up the lid of the dumpster and drop the body of the dead cop in it._

 **Montana:** There we go (looks round to see that Duke is gone), Hey Dan where'd you go?

 _Spiderman peers out to see a bit more when suddenly_.

 **Spiderman:** _Spidey sense!_

 _WHACK! Something hard hits him on the back of the head and knocks him out cold._

 **Fancy Dan:** looks like we got ourselves a real stool pigeon boys.

 **Montana:** Wow, This guy looks toggled to the bricks.

 **Ox:** You think he's packing heat?

 **Fancy Dan:** In those pyjamas? Use your head you mook.

 **Montana:** You want us to dump him with the other one?

 **Fancy Dan:** Nah, I got a better idea. Go bring the car round, we'll get this mook fitted for some concrete slippers.

* * *

 **Brooklyn Bridge: 1932, Night**

 _A car is being driven along the Brooklyn Bridge at night; the road lamps are barely providing any light through the light fog that has engulf the bridge. The car begins to pull over, stopping half way along the bridge. The doors open and Fancy Dan, Montana and Ox get out. Fancy Dan walks across to the railing and peers over the side, to look down onto the river far below._

 **Fancy Dan:** Get him Ox.

 _The huge muscular gangster walks over to the car._

 **Ox:** Montana! Ok let's get this over with.

 _Montana opens the door and with Ox's help, carries out an unconscious Spiderman, his costume torn to shreds, barely holding together and his feet encased in a block of cement._

 **Fancy Dan:** Is it dry?

 _The cowboy gangster takes out a knife from his coat and runs it across the block._

 **Montana:** it's perfect Dan.

 **Dan:** Alright, bring him to the rail then we can scram.

 _They start dragging Spiderman towards the rail, as they do so there is a quiet groaning noise coming from Spiderman._

 **Ox:** Hey I think he's waking up.

 **Spiderman:** Ugh, wha...? wha...?

 **Fancy Dan** : hold up.

 _They put Spiderman down next to the railing and hold him up._

 **Fancy Dan:** You got something to say? I'm all ears.

 _Spiderman's was in no condition to save himself, he was too weak from his battle with the Green Goblin, he was in immense pain and his mind was fuzzy, but one image kept going though his mind at that moment, the image of Ava hugging him that night. He thought his mind was playing tricks on him because he swore he could smell her scent from when she hugged him._

 **Spiderman:** Av... Ava.

 **Montana:** Awe, looks like someone's saying good bye.

 **Fancy Dan:** Sorry pal, but it looks like you picked the wrong ally to look down... Dump him.

 _Ox and Montana start to tip Spiderman over the side._

 **Ox:** I hate heavy lifting.

 **Montana:** Clam it.

 **Spiderman:** ...no.

 _Then suddenly, from out of the darkness, a cold, echoy, maniacal laughter shatters the silence._

 ** _(Shadow)_** _ **MUHAHAHAHAHAHAHAHAHAHHAHAHA!**_

 **Montana:** What the Christ was that?

 **Fancy Dan:** WHOS THERE?

 _The laughter continues getting louder, but there's no one in sight; the bridge is deserted, except for Spiderman and three terrified Gangsters. Fancy Dan takes out his gun and walks into the middle of the road._

 _ **(Shadow) MUHAHAHAHAHAHAHAHAHAHHAHAHA!**_

 **Fancy Dan:** Show yourself fella!

 _ **(Shadow)**_ _ **You murdered a policeman... Mr Daniel Brito!**_

 **Ox:** Who said that? Dan ... who said that?

 **Fancy Dan:** Shut up!

 _ **(Shadow)**_ _ **The weed of crime bears bitter fruit.**_

 **Montana:** I don't like this, this stinks. Let's get the hell out of here!

 **Fancy Dan:** Shut your hole.

 _Fancy Dan begins spinning round franticly, looking everywhere for the source of the voice._

 _ **(Shadow)**_ _ **Did you think you could get away with it?**_

 **Ox:** I can't see squat!

 _ **(Shadow)**_ _ **Did you think I wouldn't know?**_

 _Fancy Dan could swear that that was whispered to him, right in his ear. The voice begins to laugh loudly yet again, so Dan starts firing his gun in every direction, into the mist that was beginning to surround them, the laughter never ceasing for a single moment and getting louder and louder. When he ran out of bullets, Dan runs over to the car, opens the trunk and gets out a Tommy gun and begins to open fire wildly in every direction, firing along down the foot path, over the side of the bridge and finally at the car itself, unaware that the other two men had taken cover behind it to avoid his frantic shooting spree, while Spiderman fell to one side without their support. The laughing had already stopped; Dan had at last run out of ammo. All was silent again._

 **Fancy Dan:** HA! Is that all you got you mook? Got nothing to say now huh?

 **Ox:** Err, Dan ... I think you got him.

 **Duke:** Your damh right I...

 _All of a sudden, Duke felt like there was a presents behind him, he turned to see no one there then, WHACK, something punched him so hard it knocked him to the ground. He staggers back up._

 _ **(Shadow)**_ _ **You committed murder Mr Brito. Now you're going to pay for it.**_

 **Fancy Dan:** Like hell I will!

 _Something grabs Duke by the collar, drags him to the railing and picks him up off the ground. He's held like this, hovering just off the ground before being flung over to the other side of the road._

 _ **(Shadow)**_ _ **You will, because I ensure that crime must always pay ... But not the way you think.**_

 _Both Montana and Ox draw their pistols and run over towards Fancy Dan. However Montana feels something punch him in the gut and throw him to the ground. Ox starts shooting in random directions but something pulls his gun out of his hands and he watches as his own gun seems to levitate on its own and trembles in fear as its barrel is pointed right up against his face._

 _ **(Shadow)**_ _ **Vermin like you spread nothing but discord, pain and death in your miserable existence.**_

 _Before Ox could do anything else, his gun swings round and pistol whips him in the face and knocking him to the ground. Meanwhile Fancy Dan staggers to his feet._

 **Fancy Dan:** YOU DON'T SCARE ME! YOU SON OF A...

 _WHACK! Something punched him again, and again and again, laughing as this happens_. Suddenly _Fancy Dan is lifted off his feet, thrown over the side of the bridge and is being dangled upside down over its side, with something holding onto one of his feet._

 _ **(Shadow)**_ _ **You will return to your master and inform him that I know about him and his days are numbered. Tell him that for every crime he has committed and every innocent that he has hurt in this city ... I'll be there.**_

 _Fancy Dan could feel the invisible presence loosening its grip as if to drop him._

 _ **(Shadow)**_ _ **I'll be there; around every corner and in every empty room. As inevitable as his guilty conscious.**_

 **Fancy Dan:** ALRIGHT! ALRIGHT! I CONFESS! I CONFESS I'LL DO IT, OH MY GOD! OH MY GOD, I'LL CONFESS, PLEASE I DONT WANT TO DIE!

 _At that moment he is flung up and over, screaming and landing straight though the front windscreen of the bullet ridden car with a loud SMASH. The other two gangsters found themselves back up on their feet but were too petrified to move up. They look over to Dan then suddenly started to hear the maniacal laughter again and that's when they also noticed a shadow across the car ... that didn't belong to anybody. They watched the shadow grow take shape and very slowly their tormenter was revealed to them._

 _A lone figure, he is wearing_ _a huge, red-lined black cloak, a long, red mouth-and-chin scarf, a black, double-breasted trench coat, and a wide-brimmed blackslouch hat. But the most distinct feature was his eyes... eyes that looked like they could pierce into your very soul. At least that's what the gangsters thought, so much so that they just looked at each other and then fled._

 _The figure began to move towards Spiderman lying down on the foot path, stopping just in front of him. Still weak, Spiderman raises his head to see the figures silhouette, just as he flings open his cape the reveal a pair_ _of custom Browning .45-caliber semi-automatic_ _pistols in holsters strapped to each side of his body. In one swift movement he takes them out and points them at Spiderman._

 **Spiderman:** Huh!

 _The figure slowly aim's his guns downwards on Spiderman._

 **Spiderman:** Wait!

 _Against his better judgment Spiderman closed his eyes in anticipation of the gunshots that soon came. The mysterious man unleashed a barrage of gunfire that nearly deafened Spidey, realising he's still not dead he opens his eyes and looks down to see that the cement block that encased his feet are now in pieces, looking back up at the lone figure as he holster his weapons then he leans down, offering Spiderman his hand. As Spiderman gets to his feet, from out of the mist, a car appears and stops just in front of them. While being helped into the car, Spiderman notices that it's a New York taxi._

 **Shadow:** Drive.

 **Shrewy:** He doesn't look so good boss.

 **Shadow:** He needs medical attention, to the Sanctum.

 _The taxi drives off down the bridge and towards the city._

 **Shrewy:** So boss, this guy belongs to you now?

 **Shadow:** Not Exactly, I have to question _**Mr Parker**_ here about ... recent events

 _Though barely able to keep conscious, Spiderman's eyes are wide with surprise._

 **Shrewy:** Right boss.

 **Spiderman:** How... How... do you know... who I am?

 _The dark, cloaked man starts laughing his maniacal laugh then turns to face Spiderman._

 **Shadow:** The ** _Shadow_** knows.

 _The cab speeds off into the night, The Shadows laughter can still be heard._

* * *

 _ **A/N: Please comment and review.**_

 _ **Thanks**_


	3. A Spider Amongst the Shadows

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment.**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy**

* * *

 **Chapter 3: A Spider amongst the Shadows**

 **The Sanctum – a few days later**

 _Spiderman is standing alone in the dark, with a single spotlight shining down on him, he is wearing a full red and blue coloured NFL uniform with the Avenger's logo on his back._

 ** _(Spiderman) What the...? Would any of you listeners out there care to tell me why I'm wearing this?_**

 _All of a sudden there was a blinding flash of light, illuminated the area around Spiderman, revealing to him that he's standing in a busy football stadium. The entire stand's are filed with supporters of all ages wearing red and blue shirts with messages like "I LUV SPIDERMAN", foam fingers with "SPIDERMAN No1" and many banners with messages of support of the web-slinger. The shouts and cheers from the crowed are near deafening to Spiderman, with their constant chanting of "SPIDER-MAN, SPIDER-MAN."_

 **Crazy fan 1:** WE LOVE SPIDEY!

 **Crazy fan 2:** YOU'RE THE MAN, SPIDERMAN!

 **Spiderman:** Wow! I'm I in heaven? Wait does this mean I'm ... **_dead_**?

 _Suddenly a football came out of nowhere, but Spidey was able to quickly catch it. He looks over his shoulder to see who threw it, and it's none other than Captain America himself._

 **Capt. America:** SPIDEMAN ... GO LONG!

 ** _(Spiderman) Err ... for the record the writer has no idea how American football is actually played, but hey ... when in heaven._**

 _Spiderman takes the ball and begins to run, making his way up the pitch. He looks ahead to see the opposing team, their roaster consists of some of the toughest villains he had ever faced. But Spidey is unfazed by this and continues towards the field goal, his movements closely followed by the stadiums commentator; J Joana Jameson._

 **J Joana Jameson:** _"And he's off, dodging the Frightful Four left and right with little to no effort, he's amazing. Now he's leaping over Doctor Doom like he isn't even there, now he passes the ball to Stark, back to Spiderman, to Thor, Spiderman. Now he's going for the touchdown, wait The Wrecking Crew is in this way... and Spiderman slides under them with ease, I take back everything I said about him. And ..._ ** _TOUCHDOWN_** _!"_

 _The whole stadium explodes in cheers, Spiderman suddenly finds himself being lifted up by the other members of his team; heroes like Iron-Man, Thor, including this S.H.I.E.L.D. teammates. Distracted by this overwhelming attention, Spiderman fails to notice someone grabbing his collar and pulling him back down to the ground. He looks towards the person who pulled him and saw it was White Tiger. He also couldn't help but notice that she was wearing a "Cheerleader" version of her costume._

 **Spiderman:** Tiger?

 **White Tiger:** You did it Spidey ... and here's your reward.

 _She grabs hold of Spidermans uniform and pulls him into a kiss. He returns it only to find out that..._

 **Peter:** Huh? What?

 _Peter woke up and finds himself back in the world of the living, in bed and in an unfamiliar place._

 ** _(Spiderman) Awe man and I was just getting to the good part. Though I should have known it was just a dream... Nova was there. However awesome super bowl winning/fan admiration/girl kissing dreams aside._**

 **Peter:** Where am I?

 _He looks around, taking in his surroundings; he appears to be in a small bedroom. There wasn't much inside, only the double bed he was sleeping in, one night stand placed next to the bed and a closet over in the corner; Peter gets out of the bed, as he does so he notices that he's not wearing his costume but a simple blue robe._

 **Peter:** Where's my costume? Who put me in this ... Actually, maybe its best I don't think about that.

 _Deciding that he'd better do some sleuthing Peter walks over to other end of the room, opens the door and leaves. Next he finds himself in a large dimly lit hall, it seemed to be shaped like an octagon and each of its sides had either a door or just led straight into another room. There are bookshelves all round the walls and a huge spiralling staircase in the centre of the hall heading up to what Peter suspects might be the surface._

 **Peter:** Considering the colour of the stone work and lack of natural light ... I must be underground.

 ** _(Shadow)_** **_Impressiveobservation skills._**

 _Peter nearly jumps out of his skin. In a mad dash he looks all around him, turning his head this way and that trying to locate whoever or whatever had just spoke to him._

 **Peter:** How did you? What? Who said that?

 ** _(Shadow)_** **_For a teenager with genius level intellect... you're not too bright._**

 **Peter:** Oh great, you're inside my head aren't you?

 ** _(Shadow)_** ** _You say that as if you've experienced this before._**

 **Peter:** Buddy ... you've got no idea. So where are you?

 ** _(Shadow)_** ** _Follow the voice in your head._**

 **Peter:** Surprisingly ... It wouldn't be the first time.

 _He starts to walk around the large hall, passing by some of the rooms along the way. Each room was decorated in the same style as the bedroom Peter awoke in; dark woods, strong leather furniture and huge bookcases filled with countless volumes of text. One of the open rooms had a workbench along with some tools_

 ** _(Shadow)_** ** _Getting Warmer._**

 _As Peter walks past the rooms, he finds himself being drawn to one room in particular. He stops just at the threshold before he hears the ominous voice again._

 ** _(Shadow)_** **_Much warmer._**

 _Peter steps inside, this room is filled with giant computers up against the far wall. The sort of computers that Peter had only ever seen in old movies set during the 1940's. At the opposite end of the room, Peter could see a magnificent mahogany executive wraparound desk and a man sitting on a leather armchair, facing some kind of radio console. The transmission equipment consisted of microphones and what looked like a Ham radio. Only the radio had blue lights lighting around the face of it, reminding Peter of a "steam-punk" design. At the centre of it was a tiny screen about the size of a 78 RPM record, showing a man's face on it._

 **Radio:** _"Agent stationed at the 28_ _th_ _Precinct, reports police investigation of recent criminal activity may be connected to Coney Island."_

 **Lamont:** Coney Island?

 **Radio:** _"Agent advises inquiry."_

 **Lamont:** Understood.

 _The man switches off the machine before getting up to face Peter. This mysterious man dressed very smartly; wearing a tailored grey-on-grey plaid suit, expensive shirt with a gold/grey striped tie and polished black shoes._

 **Lamont:** Hot.

 _Peter couldn't help stares at this man. He seemed to be in his late mid-30s, Caucasian with very handsome features. Every strain of his dark hair was combed into place, every seam is crisp. Even the jewellery he's wearing has been polished to a shine, including the silver fire opal ring that Peter couldn't help but notice on his hand. But the strangest thing was his face, though handsome, wasn't the same as the masked man who saved him last night._ _True he was wearing a scarf around his face but that guy had to have been 20 years older at least. Also his voice ... his voice is different ... lighter._

 **Lamont:** I wear the scarf as a distraction; using my powers I can conjure a "fake face" that I let people see and alter my voice to conceal my true Identity.

 _He sits back down in the armchair now facing Peter and gestures towards the armchair opposite him, inviting Peter to join him._

 **Lamont:** Lamont Cranston, only fair that you know about me since I already know your real name ... Mr Parker.

 **Peter:** You reading my mind again?

 **Lamont:** I don't have to; I could tell what you're thinking from that stupid expression on your face...

 _Chibi Spiderman walks by and slap's Peter behind the head_

 **Chibi Spidey:** And it's about time I made an appearance took you long enough.

 _He web swings away._

 **Lamont:** What was that?

 **Peter:** Oh that was my... wait you saw that?

 **Lamont:** It was in your head was it not?

 ** _(Peter) Remind me never to play poker with this guy._**

 ** _(Lamont) A very wise move ... I'm told I have quite the poker face._**

 **Peter:** Dude, do you mind stop doing that? You remind me of **_Deadpool_**.

 **Lamont:** What's a Deadpool?

 **Peter:** Don't ask ... Look; don't get me wrong, I'm more than a little grateful for what you did for me. But I've just got so many questions, like; what in the webs is going on here? What is this place? And why is everyone dressed like it's the 1930's?

 **Lamont:** We are currently sitting in my **_Sanctum_** ; my headquarters in New York City, which is built deep beneath the theatre district of Times Square. And I dress like it's the 1930's is because it is. It is precisely 7pm, July 25th ... **_1936_**.

 _Peter looks at him in astonishment; he couldn't believe what he just heard, he couldn't conceive it._

 **Lamont:** And as for what's going on; you're now going to answer my questions.

 _Lamont leans forward in his seat and stares directly into Peter's eyes. Unnerving him suddenly as Peter noticed that Lamont's eyes started to change colour entirely, from his ocean blue to solid black, as if his eyes had been engulfed in darkness. Not to mention when he spoke, it was in the same echoy voice as from the night before._

 **Lamont:** Why were you in New Jersey ... at the warehouse?

 **Peter:** Wait; go back to the date...?

 **Lamont:** It's my turn to ask questions! Consider yourself fortunate that I am choosing not to enter your mind, so I warn you not to conceal or deceive me! Now why were you at the warehouse? Why did Osborne's goons want you dead?

 **Peter:** Wait how do you know about Goblin?

 **Lamont:** So you know that name? Now this is very interesting. I've only heard his Lieutenants refer to him by that name. So I suggest you start talking ... **_now_**!

 ** _(Spiderman) Huh ... usually everyone just wants me to stop talking. But what is this guy going on about? How does he even know Goblin? Still, if what this Lamont says is true and Goblin is here ... then maybe he should know everything._**

 _So Peter took a deep breath and starts to tell Lamont everything; the truth about where he came from, the origin of the Goblin, his past encounters with him. Even the very his last one, saving his teammate, breaking the artefact, waking up in the warehouse and meeting those three gangsters._

 **Peter:** And that's it.

 _Lamonts eyes instantly go back to their usual colour and sits back into his armchair, with an expression on his face that Peter knew meant he was in deep thought. But Peter couldn't resist._

 **Peter:** Anything you'd like to say?

 **Lamont:** Funny story

 **Peter:** What? I more or less just told you that a criminal, along with yours truly, came here from 80 years in the future and all you can say that it was a funny story?

 **Lamont:** Yes ... funny and unbelievable.

 ** _(Spiderman) Great, maybe telling him everything wasn't the best idea after all. He's now probably thinking those thugs hit me one too many times in the head. And now I'm guessing what a mind reader is thinking, now that is crazy._**

 **Lamont:** Fortunately for you, in my experience I found that the most funny and unbelievable stories are likely true.

 **Peter:** Wait, you believe me?

 _Before he got an answer, Lamont got up from his chair and without a single word, began walking out of the room. Guessing that he probably expected him to follow, Peter obliged._

 **Lamont:** For years I have made it my personal responsibility to watch over this city and punishing any and all that would spread the disease of crime throughout its streets in my guise as the Shadow. Until lately my efforts have been more than effective.

 **Peter:** Lately?

 **Lamont:** It started over a year ago with a spree of disappearances and murders; low time thugs at first. But then some of the city's major names were added into the equation.

 _Peter continued to listen as Lamont lead him into one of the other rooms in the Sanctum complex, the one that appeared to be a workshop of sorts that Peter had noticed earlier._

 **Lamont:** Tell me do the names **_Charile Luciano_** , **_Vincent Manano_** , **_Tommy Gagliano_** , **Joseph Bonanno** and **_Joe Profaci_** mean anything to you?

 _The young hero had to think on that for a minute; but before he was about to say no, he remembered a recent history project that he and Ava were paired up with in school._

 **Peter:** Aren't they criminals or something ... powerful crime bosses?

 **Lamont:** The most powerful ... they were the heads of the five most dangerous crime families in the city.

 **Peter:** Hold up, you don't mean ... the Five Families?

 **Lamont:** And members of The Commission; the governing body of this country's organised crime ... used to be at least.

 **Peter:** Huh?

 **Lamont:** Every single one of them had turned up dead within a week of each other. Some of my contacts had started to confirm some rumours that had also began to circulate. That a new player had claimed responsibility for each death, a self proclaimed " ** _Capo di tutti capi_** ".

 _It was clear to Lamont that Peter's Italian was a little poor, considering the puzzled expression he had._

 **Lamont:** It means "Boss of all Bosses". An archaic title given to the single most powerful crime boss in all America before the Commission was formed. But according to my sources this new Boss of all Bosses has been going by another name as well...

 **Peter:** Goblin?

 **Lamont:** Quite ... Since then crime in this city has changed. Those who worked for the Commission now work for this Goblin and they've been recruiting more and more criminals to join them. Crimes like drug trafficking and racketeering started to decline however strange disappearances and robberies have increased.

 **Peter:** Strange like how?

 **Lamont:** Scientists and engineers mainly and without ransom. Also criminals known for robbing stores and banks have turned their attention towards medical and scientific facilities, even universities.

 **Peter:** What were they stealing?

 **Lamont:** Equipment, chemicals and various other resources. I admit I was baffled. It was as if the very nature of crime in the city had evolved from just profit to something ... grander. It was at that point I knew I had to find out why.

 _He led Peter towards one of the workbenches in the room. However Peter noticed that this one had a white sheet over it, covering whatever it was underneath it._

 **Peter:** Hold on, this isn't exactly Goblins M.O. He's more the taking over or destroying the world type of villain, not a Mob boss. Besides the both of us must have arrived here at the same time and like you said all this underworld takeover business started over a year ago.

 **Lamont:** After several late night investigations I had encountered some thugs raiding a government research lab here in the city. They were armed with ... these.

 _He pulled off the sheet and what Peter saw made his jaw drop. The table was full of weapons; pistols, rifles and many others. Peter recognised a few models from trips to the museum but what surprised him the most was that a few of them seemed different. He picked up one rifle in particular and examined it. At first he thought it was an M2 Carbine rifle but they weren't built until the 1940's, plus it was heavily modified; its wooden stock was adapted for easier grip, it had a larger magazine that could hold more rounds and it had what looked like an underslung M200 40mm Grenade launcher as a secondary fire._

 **Lamont:** I have come across many weapons during the war but nothing as destructive as that monster your holding.

 _As Peter continued to examine the weapon, Lamont picks up a hand gun and shows it to Peter. It appeared to be a simple revolver with a polished wooden stock and a metallic body._

 **Lamont:** I took this off one goon a few nights ago ... and it unlike anything I've seen in my life.

 **Peter:** What's so special about that gun?

 _Without warning, Lamont turned to face the practice dummy in the corner and pulled the trigger. The loud gunshot nearly deafened the wall-crawler but before he could say anything, Lamont held up the pistol to him and pressed a cleverly concealed switch on the guns hilt. Next thing Peter knew the dummy had exploded, making him nearly leap up onto the ceiling in surprise. All that was left was the smouldering remains of the target dummy._

 **Peter:** Whoa! What the hell was that?

 **Lamont:** Lithium filled rounds laced with glycerine, activated by an electronic detonator built into the hilt.

 _Peter leapt down from the ceiling grabbed the pistol out of Lamont's hand, examining it closely in his own._

 **Peter:** This ... this is not good. Goblin is a scientific genius when it comes to weaponry and if it is him behind all this, then trust me he's got something bigger planned.

 **Lamont:** Agreed.

 _He took the gun back from Peter and placed it down on the worktable, before turning back to him._

 **Lamont:** Thank you for your information, it has been very ... illuminating.

 _He walks right pass Peter and headed out of the workshop._

 **Peter:** Where are you going?

 **Lamont:** One of my contacts gave me a possible lead on the Goblin. I'm going to see what I can find.

 **Peter:** Hey wait?

He chased after Lamont and managed to cut him off in the hallway, forcing him to stop in his tracks.

 **Peter:** You're not going alone.

 **Lamont:** I can take care of myself and besides you're in no fit state to help me. I don't need some kid tagging along.

 ** _(Spiderman) Who's he calling a kid? ... You know what I mean._**

 **Peter:** Listen if this is the Goblin; you're going to need some help. If Goblin is the one developing these weapons the trust me, he's got a whole lot more of them, even more dangerous than the ones you've seen.

 **Lamont:** I don't need any help. Just stay here...

 **Peter:** You're joking right?

 **Lamont:** I'm not known for my sense of humour

 **Peter:** I know Goblin. I know what he's capable of, so I'm not going to just sit here and hope for the best. Either I come with you or I'll find him on my own, but I'm not staying here.

 _The two of them just stare each other down, Peter desperately trying not to blink. In the end Lamont just smiled at him._

 **Lamont:** You've got some serious stones kid, I'll give you that. Fine, I won't stop you joining me, but you're not going to do much good dressed in that, that eyesore of an outfit I found you in is in pieces. So come on...

 _He places his hand on Peters shoulder and starts guiding him towards the large stair case in the centre of the Sanctum._

 **Peter:** Where are we going?

 **Lamont:** I'm taking you to meet my tailor; he'll help you blend in more.

 ** _(Spiderman) What do you think he mean by "blend in"?_**

* * *

 **Coney Island - Night time**

 _Later that night, The Shadow is in full costume and is standing in the heavy rain on top of a rooftop and looking out over onto a rundown looking carnival._

 **Shadow:** Are you ready?

 _He hears someone land down from above beside him. Shadow looks round to see his new ally Spiderman in his new attire; he is dressed entirely in_ _black; which included a fedora, mask with goggles, gloves, a vest with a spider emblem and a long trench coat._

 **Spiderman:** Let's do it.

* * *

 **Coney Island Carnival-night**

 _With the downpour of rain, the carnival looks old, decrepit and abandoned, the rides and attractions show signs of decay due to lake of maintenance and Spiderman is perching on top of an old coconut shack._

 _ **(Spiderman) Take a good look at your new and improved, friendly neighbourhood Spiderman ... or wait you can't. According to my trusted new sidekick, some of Goblins goons have been sighted around the Coney Island area. You see this carnival is suppose to be abandoned but word around town suggests that it's now being used for something not so family friendly. Ha! Listen to me, I've only just got here and already I'm sound like the Shadow ... speaking of which.**_

 _He looks over at the carnivals entrance and sees two goons armed with rifles. At first their just casually standing about, looking bored, when suddenly they see something disturbing the puddles in front of them, like footsteps walking towards them. They just stare blanketly in confusion; until one of the goons's had his rifle yanked of his hands and knocked to the ground by an invisible force while the other guy got whacked in the face with the rifles butt. Both were now flat on the ground unconscious as the Shadow appears standing over them._

 _ **(Spiderman) this guy's Lamont Cranston aka The Shadow; he saved my life when I first got here. He has the ability to quote "cloud men's minds" Unquote, not entirely sure what that means, but he has a wicked amount of powers. He can turn invisible, hides his face so no need for a mask, read minds and... actually that's all I've seen but I can't wait to find out. And with his help, we've located what might be the Goblins hideout, so the two of us are here to investigate, old school style.**_

 _ **(Shadow)**_ _ **Spiderman, get down here.**_

 **Spiderman:** Ah! ... Err right, be right there.

 _ **(Spiderman) That was just Shadow talking to me inside my head... yeah he can do that too.**_

 _In a instant, Spiderman web slung his way towards the Shadow, landing right next to him._

 **Spiderman:** Nicely done, up high!

 _He raises his hand up, the Shadow just give him a disapproving stares. Spiderman slowly lowers his hand._

 _ **(Spiderman) Why are so many people against the high five?**_

 **Shadow:** _**Focus**_!

 **Spiderman:** Alright, alright.

 **Shadow:** According to my sources, there has been a lot of shady activity coming from this island. Many of Goblins men have been seen here, all of them armed. So unless you want to end up full of holes, you better remain unseen.

* * *

 **Cutaway**

 _Chibi Spidey is caught in the middle of a spotlight before being riddled with bullets. When the gunfire stops, he gets back up and swings over to a table with a carton of milk on it. He picks the carton up and takes a drink, only to have its contents leak out of the many tiny holes in his body._

 **Cutaway Ends**

* * *

 **Shadow:** Be patient and watch your enemies. Cloak yourself in the shadows and when the time is right ... dispense justice upon them.

 **Spiderman:** You enjoyed saying that way too much.

 **Shadow:** I'll take the Westside, you the East. We'll meet in the middle.

 **Spiderman:** Alight, time to go _**metal gear**_ on some punks.

 _The Shadow just rolled his eyes before turning invisible, leaving Spiderman alone to carry out his part of the mission. A few minutes later, Spiderman sighted a group of guards next to a merry-go round. He web zipped his way past the game stands while avoiding the guards notice then positioned himself right on top of them, allowing him to listen in to their conversation._

 **Goon 1:** Why are we here again?

 **Goon 2:** For the love of ... don't you listen, you twit? The boss said we need to keep watch, in case any coppers or flatfoots comes snooping around.

 **Goon 1:** Who'd want to come to this dump? And what's got the boss so nervous anyway? He's a big green...

 **Goon 2:** Hasn't anyone told you that you ask too many questions? Now clam up you mook.

 **Goon 3:** I'd tell you, I'd rather be out here than inside with those freaks.

 **Goon 1:** Where did the boss come up with that sideshow anyway?

 **Goon 3:** Well why don't you go ask one of them? But I'll tell you, that one gut who looks like something heavy fell on his head, aisn't exactly the friendliest...

 **Goon 2:** Will the two mooks knock it off!

 **Goon 1:** Relax, he ain't gonna hear us way out here. It's just us here.

 _ **(Spiderman) Showtime**_ **.**

 _With lightning fast reflexes, Spiderman ensnared one of the guards with his webbing and pulled him up on to the merry-go round._

 **Goon 3:** What the...?

 _The remaining two guards aimed their guns in the air, looking for the source of the attack. But then two web shots came out of nowhere and gunked up the barrels of their rifles. Then Spiderman drop down and kicked them both in the face knocking them out. A minute later, the one of the guards woke up to find that the three of them are tied up and standing above them was a dark stranger in a weird black costume._

 **Goon 1:** Who...who are you?

 _His mouth was then web shut before being punched in the face, rendering him unconscious once again._

 **Spiderman:** I'm Spiderman.

 _Ten minutes later, Spiderman has found his way to the very centre of the park, avoiding detection in the process by keeping to the shadows like his new friend suggested. Soon he comes across a large group of guards, most are lying on the ground unconscious while a few more look as if their fighting thin air, throwing there fist about in a frenzy. Eventually they start getting knocked down and Spiderman notices a lone guard, hiding behind crates._

 **Spiderman:** Well being Spiderman, I'm use to left over's.

 _He sneaks his way through the chaos happening around him, careful not to draw attention to himself. Soon he makes his way towards to the guard, and drops out behind him; the guard turns and sees him._

 **Goon:** Damn!

 **Spiderman:** Hey come on ... language now.

 _ **(Spiderman) I need to uphold a particular standard, kids could be watching.**_

 _Just then the guard decided to try his luck and run for it, but before he could get 10ft away, the guard suddenly found himself frozen on the spot. This caught the Wall-crawler completely off guard; he hadn't even had a chance to aim his web shooters at the guard. Spiderman walked over and examined him; every muscle was frozen in place except for his eyes, darting this way and that, wondering what had just happened. A thought he and Spiderman shared._

 **Spiderman:** Between you and me ... I was just about to shout "Freeze".

Spidey then heard footsteps heading in his direction; he looks over his shoulder to see the Shadow calmly walking over to him and his frozen prisoner.

 **Spiderman:** How did you...?

 **Shadow:** I have many talents.

 _With a wave of his hand, the guard was instantly freed. Then as he tried to scurry away, Shadow mysteriously appeared right in front of him within seconds._

 **Shadow:** Arnold Purvis, you have spread nothing but discord, pain and death in your miserable existence.

 **Goon:** What ... What the hell are you?!

 **Shadow:** Your Inquisitor ... Now tell me; where is your employer ... where is Osborn?

 **Goon:** I'm not telling you anything!

 **Shadow:** Your mind is an open book to me Mr Purvis. You don't need words to tell me what I want to know.

In an instant, Spidermans Spidey-sense goes off just as the guard pulls a pistol from his back pocket and points it at Shadow.

 **Goon:** I'LL KILL YOU!

 _Thanks to his lightning fast reflexes, Spiderman was able to yank the pistol from the guards hand with his webbing and throws it over his shoulder._

 **Spiderman:** Didn't anyone tell you that guns are...?

 _Before Spiderman could even finish his sentence, Shadow had drawn his pistol and killed the guard with a clean single shot to the head._

 **Shadow:** Your killing days are over Mr Purvis.

 **Spiderman:** DUDE! What did you just do?

 **Shadow:** That man was a parasite on society, he profited on the miserly of the weak and defenceless ... crime must never pay.

 **Spiderman:** And that justifies this? We don't kill bad guys after terrorising them, that's not what heroes do!

 _Shadow just stared at Spiderman without a hint of emotion on his face._

 **Shadow:** I never said I was a hero. Now come, we must make haste to the Funhouse.

 _He turns around and walks away, leaving a speechless Spiderman to take one last look at the remains of Purvis before swinging away after Shadow._

* * *

 **A/N: What mystery and mayhem will our heroes face at the funhouse? Hope this chapter turned out well. Feel free to leave comments.**

 **Thanks**


	4. Funhouse Showdown

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 4: Funhouse Showdown**

 **Inside the Funhouse – 1936 – Night**

 _The funhouse on Coney Island was one of the oldest rides at the carnival. The walls of its main entrance hall are entirely displayed with distorting mirrors, scaring everyone who had ever entered with a grotesque image of themselves. Along with its playful obstacle courses and various devices designed to surprise, challenge and amuse all its visitors, it was the biggest attraction around. But that was during the old days, when the carnival was still active. Now it's boarded up, run down and damp. Flooding is everywhere and its hallways are lit only by the colourful light bulbs hanging around the mirrors._

 _A few guards are walking down one of its shadow, creepy looking hallways. To them it seemed like a routine patrol, until the one guard that was lagging behind the other two was suddenly yanked off his feet into the darkness around them. The remaining two continued down to walk down the hall, seemingly oblivious to their colleague's sudden disappearance._

 **Goon 1:** Did you hear something?

 **Goon 2:** Just the sound of you being a moron.

 **Goon 1:** Oh.

 _They reach the end of the hall way and just as they are about to push through the doors, they fling open suddenly own their own accord, each door hitting a guard and knocking them out. As the two of them are lying flat on the floor, the Shadow appears, standing over them._

 **Shadow:** Mind the door.

 _Spiderman emerges from the darkness_

 **Spiderman:** You know we really got to work on your sense of humour.

 **Shadow:** Do I look like the sort of person who needs one?

 **Spiderman:** Everyone should have a sense of humour. It's been my greatest weapon at times; it makes the bad guys angry and loses their focus.

 **Shadow:** A useful strategy, but the more time you waste thinking of a quick one liner is less time you spend thinking about the mission at hand. Always keep you objectives in sight.

 **Spiderman:** Oh you sound just like Fury, and Coulson, and Cap, and Iron man...

 _ **(Spiderman) Ok maybe he does have a point, but I wouldn't be the Spiderman you all know and love if I was anything else, and besides someone needs to get the Shadow to lighten up ... See what I did there. But seriously after what Shadow did to that guy back outside, I'm worried that...**_

 _ **(Shadow) I'm going have to stop you there Spiderman.**_

 **Spiderman:** Why?

 **Shadow:** No reason, I just wanted to stop you there.

 **Spiderman:** Hey!

 **Shadow:** Quite, this place holds the answers we seek and I'd prefer our presence remain unnoticed to our enemies ... for now.

 _On that note both Spiderman and Shadow split up and started to explore the different areas of the funhouse. During their search, Spiderman did his best to keep out of view from the thugs roaming the halls; however he mostly found himself having to take down the odd thug or two. After a while, Spiderman was crawling along the ceiling and found his way into one of the funhouses "trick floor" rooms. Originally filled with trap doors and trick floorboards that move suddenly to distort the visitor, this one seemed to be refurbished with a number of death traps. This wasn't hard for Spiderman to work that out since many of them had already been sprung, evidently with the large number of unconscious thugs spread around the room._

 **Spiderman:** Wow, glad I wasn't invited to this party.

 _He looks over to see the Shadow in one corner of the room, kneeling down as if he was examining something. The young hero leaps down onto the floor right behind Shadow, whom quickly turns and draws one of his pistols ... aiming it right in front of Spidermans face._

 **Spiderman:** Err ... hi?

 **Shadow:** You lack any finesse, I heard you crawling along the ceiling outside before you opened your mouth. I suggest you remember that unless you want someone to put another large hole in it ... besides your mouth.

 **Spiderman:** You know sometimes you're no fun at all. Anyway what are you looking at...? _**Holy Molly!**_

 _Looking down over Shadows shoulder, he could see that a thug had fallen through one of the trap doors. Only at the bottom the thug was met with an assortment of sharp and dangerous spikes, a few of them had pierce the unfortunate man's body in several places; legs, arms, torso and even his neck._

 **Spiderman:** I could tell you're the serious type but you don't have to murder...!

 _Swiftly the Shadow got up, grabbed the freaked out hero by the collar and pushed him up against a nearby wall, next he silenced Spiderman by placing his hand over his mouth and looked him right in the eye._

 **Shadow:** You dare? I do not murder; criminals murder. I carry out justices own vengeance on evildoers. Make no mistake; those who are judged must pay for their crimes. So whine about this man's fate if you wish, you won't find me doing the same.

 _He lets go of Spiderman and returns to examine the corpse._

 **Shadow:** And besides ... None of this was my doing.

 **Spiderman:** So if you didn't...

 **Shadow:** It appears that there are a great many things going on unseen here that may be brought out of the shadows ... and into the light.

 _ **(Spiderman) You know ...**_ _**I never thought I'd meet someone more cryptic than Iron-Fist ... but here he is.**_

 _Suddenly the two heroes heard a loud creaking noise coming from the room opposite them. Spiderman slowly approaches the door along with Shadow who has both his pistols drawn._

* * *

 **Funhouse - Laboratory**

 _As they get closer, Spiderman slowly opens the door and they find themselves in a large room filled with maps all across the wall along with chalkboards with complicated equations written on them. Not to mention different types of laboratory equipment placed inside._

 **Spiderman:** This place looks important.

 **Shadow:** Explains the guards outside.

 _They both make their way around the room, examining everything they can find. Spiderman makes his way over to the wall that's covered in maps, looking closely he could see some areas have been circled off and others have been crossed off._

 **Spiderman:** I doubt this is Goblins vacation planner?

He looks over his shoulder to see Shadow looking over some the equations he found on the chalkboards.

 **Spiderman:** Have you got something there?

 **Shadow:** Interesting, I've never seen anything like this before. If I didn't know any better I'd say that Goblin is trying to combine a scientific formula with ... sorcery.

 _Spiderman walks over to the shadow and examines the board._

 **Spiderman:** That's not just any formula; it's the formula for... _**Venom.**_

 **Shadow:** Venom?

 **Spiderman:** Bad stuff, very bad stuff. We need to...

 **Shadow:** Shush!

 **Spiderman:** What?

 **Shadow:** We're not alone.

 **Green Hornet:** You've got that right.

 _Before either of them could react; Spiderman found himself at the mercy of someone's hand around his throat while his assailants other hand grab and held Spidermans arm in a hold._

 **Spiderman:** Now this is just embarrassing.

 _ **(Spiderman) Come on Spider-sense, really?**_

 _Meanwhile Shadow felt the barrel of a gun being placed on the back of his neck._

 **Green Hornet:** Let me see your hands, then turn around nice and slowly. You got him _**Kato**_?

 **Kato:** This one's not going anywhere _**Hornet**_.

 _Slowly, Shadow turns round to come face to face with their ambushers. The short man that's holding Spiderman is dressed in a black chauffeur's uniform with a matching cap and eye mask. However the one pointing the oddly looking gun at him was roughly the same height as himself and was wearing_ _a long green trench coat with matching gloves, scarf and fedora. His mask covers his entire face and has a familiar insect emblem on it._

 **Shadow:** Now this is an interesting development. You're a long way from Chicago ... _**Green Hornet**_.

 **Green Hornet:** I don't believe we've had the pleasure.

 **Shadow:** The weed of crime bears bitter fruit and The Shadow ensures that crime must not pay.

 _Without lowering his pistol, Green Hornet glances over to his enforcer Kato._

 **Green Hornet:** Who's this nut suppose to be?

 **Kato:** Must be one of Osborn's heavies?

 **Spiderman:** How do you know Goblin? Who are you?

 **Shadow:** This is the Green Hornet; one of the most infamous crime bosses to ever come out of Chicago.

 **Green Hornet:** You've heard of me.

 **Shadow:** The Shadow knows more than that. I know you have a hand in every extortion, kidnapping and robberies in your home town and a reputation of eliminating your competition. But having the local DA in your pocket must make that easy for you.

 **Green Hornet:** Only a few have ever suspected that.

 **Shadow:** Your referring to Daily Sentinel reporter Michael Axford; he and the Sentinels Editor and Chief Britt Reid are determined to bring you and your lackey to justice for your crimes.

 **Green Hornet:** So ... Mr dark and spooky has done his homework. I'd give you a gold star for trying if I were that generous.

 _ **(Spiderman) You know it's a bad sign when the bad guys make better quips than you.**_

 **Green Hornet:** But let's get back on topic. Where's your boss Ricca?

 **Shadow:** You mistake us ... we don't work for him

 **Spiderman:** Him who?

 **Shadow:** Paul "the Waiter" Ricca; head of the Chicago outfit ... I was lead to believe he disappeared days ago.

 **Green Hornet:** Heard a rumour that he was last seen around here ... I was in the area and thought I'd drop by.

 **Shadow:** Taking the opportunity to remove the competition ... Like Capone?

 **Green Hornet:** How did you...?

 **Shadow:** I thought it was a little too easy for the great Al Capone to be locked up for something like tax evasion. I've always suspected how the Chicago police was able to find the evidence for that to stick. Perhaps you could enlighten us?

 **Green Hornet:** Hey, I'm asking the questions here; where's Ricca?

 _Rather than answer, the dark vigilante glared at Hornet with a defiant stare, making the green suited man lose his patients._

 **Green Hornet:** Answer me or my associate here will break your friends arm like the twigs they are!

 **Spiderman:** Oh come on guys, cant we all just ... lighten up?

 _Using his free hand, Spiderman quickly fired a shot of webbing directly between Hornet and Shadow. As it hits its target on the wall beside them, the webbing exploded in a flash of light. His adversary temporary blinded and disoriented by the flash web, Shadow drew his twin pistols and aimed them right at Hornet. But before he could pull the trigger, Kato tosses Spiderman to the side and knocked his partner out of the way of Shadows barrage of bullets, taking cover behind a desk._

 _As Shadow began to reload and Spiderman got back to his feet, Kato broke cover, reached into his coat and threw out a handful of Shurikens at the two of them. However Shadow took cover behind some equipment and disappeared into the darkness as Spiderman used his superior reflexes narrowly avoid them. He then saw Kato running towards him so Spiderman countered by picking up a nearby seat and flinging it at him._

 **Spiderman:** Have a seat!

 _ **(Spiderman) Wow ... that was corny even for me.**_

 _The second Kato saw Spiderman reach for the chair he knew what was coming. As the chair was hurled in his direction, he quickly avoided it by leaping onto the wall next to him and propelled himself over the projectile in mid air. However as he does so, Kato felt some ensnare around his feet. He looked down to see it was a strange web-like line that was held by his opponent and with a sudden yank; he was pulled to the ground by Spiderman._

 **Green Hornet:** Incredible, a liquid flexible fibre with adhesive properties.

 _Spiderman looked round to see the Green Hornet standing in front of him from across the room._

 **Green Hornet:** But you're not the only one with toys.

 _He quickly rolled over towards Kato and knelt beside him. He took out his gun and placed its barrel across the web line at the same time Kato cut himself free. Hornet pulled the trigger and fired off some kind of electric jolt which electrified the webbing, conducting it up towards Spiderman and shocking him with nearly 10,000 volts, knocking him across the room and crashing to the ground._

 **Kato:** Where's the other one Hornet?

 _Before he could answer, Hornet heard the sound of guns being cocked._

 **Green Hornet:** Oh boy!

 _Kato once again grabbed Hornet and pulled him behind a turned over table as Shadow started to rain bullets in their direction. After a minute he had emptied both his clips, Kato took advantage of that by leaping over the table and straight into a jump kick aimed at Shadows head._

 **Kato:** KI-YAH!

 _However his dark adversary quickly countered this with some Judo training of his own. With one quick grab, Shadow hurled his attack over his shoulders but instead of crashing to the ground Kato flipped in mid air and landed on one knee._

 **Shadow:** Impressive ... I see you've studied the art of Ninjutsu.

 **Kato:** All 18 disciplines.

 **Shadow:** But can the way of the shadow warrior stand against the way of the spider?

 **Kato:** Way of the...

 _From out of nowhere; Spiderman leapt down from the ceiling above and kicked Kato in the chest, sending him flying across the room. As Spiderman ran over to the fallen ninja, Hornet attempted to sneak up behind Shadow ... with no success. Shadow spun round and drew his pistol at Hornets head as he does the same thing with his weapon, putting the two of them in a standoff._

 **Green Hornet:** You're pretty good.

 **Shadow:** As are you. I noticed your handy work outside. The man killed by the trap door, a bit savage for you?

 **Green Hornet:** It was his own clumsiness that killed him, not me. I'm not some thug!

 _Just as Hornet pulled the trigger of his weapon, Shadow knocked his opponent's gun arm out the way with his own, sending fired round elsewhere. He then tried to fire a round from his own pistol but Hornet quickly countered by shoving Shadow with his shoulder, knocking him off balance slightly. The two masked gunmen quickly engaged each other in what seemed like close-quarters gunplay, mixing their attempts to shoot each other with hand-to-hand combat manoeuvres. Punching, kicking, shooting from behind their backs, as well as using their guns occasionally as melee weapons._

 _Meanwhile Spiderman is locked in combat with the mysterious masked chauffer as he unleashes a relentless assault upon the web-slinger. Spiderman couldn't help but be impressed with his opponents speed and martial skill. No matter how quickly he swung or how fast he leapt around the room, this masked chauffer was able to keep track of his movements. He was even able to knock Spiderman down to the ground a few times by throwing random items at him. Although his Spider powers gave him a significant advantage, the young hero was surprised that this man was able to keep up with him at all. He even managed to anticipate some of Spidermans own attacks as quickly as if he had a special sixth sense of his own._

 _ **(Spiderman) This guy could give Iron Fist a run for his money ... and that's saying a lot ... OOF!**_

 _Kato managed to kick Spiderman in the chest and sent him crashing through the nearby wall behind him. He landed hard on his back in a large circular room._

 **Spiderman:** Yeah ... starting to get what Shadow was talking about.

 _As he slowly got back to his feet, Spidey quickly took in his surroundings. He was now in another room of the Fun-House and while looking on the ground, Spidey noticed the strange circular patterns on the floor. Though it was dark, he realised which room he was in._

 **Spiderman:** I remember this from when Aunt May took me to the carnival; It's a revolving room...

 _Before he could finish, Spiderman's attention was drawn to more gunfire going off. He looked back at the large hole in the wall that he recently help make and saw his tag team partner diving backwards through it, both guns blazing as he does so. He lands on his back just in front of Spidey, who rushes over to help Shadow back to his feet._

 **Shadow:** They fight well together.

 **Spiderman:** Hey, we're pretty good too.

 _Shadow just gives Spidey a blank stare in response that that particular statement._

 **Spiderman:** Ok, give it time.

 _The two of them look over to see both Green Hornet and Kato stepping through the hole in the wall with their weapons trained on them._

 **Green Hornet** : You two sideshows have no idea who you're messing with. Now just give us what we want and we'll be on our way.

 _Spiderman quickly adopted a fighting stance while Shadow draws both his pistols at the pair facing them. You could cut the tension in the room with a knife, but instead it took a loud gruff voice from up above to achieve that._

 **Hammerhead:** You mooks aren't going anywhere!

* * *

 **A/N: Comment and Review.**

 **Thanks**


	5. Sideshow Sit Down

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 5: Sideshow Sit down**

 **Inside the Funhouse – 1936 – Night**

 _Suddenly the entire room lit up like a Christmas tree, revealing the high walls and ceiling all covered in scaffolding. Not to mention a whole loud of thugs positioned around the scaffolding, each one armed with rifles and aiming down upon the group of masked men below from their vantage point. Suddenly the doors beside them burst opened and about a dozen more thugs rushed into the room and positioned themselves around the masked men. They were wearing what looked body armour that was more advanced for this time period Spidey had noticed and covering them from all sides with their advanced weapons. Amongst the sharpshooters above him, Spidey and Shadow recognised Fancy Dan, Montana and Ox looking down at them with smug looking expressions._

 **Fancy Dan:** Well fancy seeing you here.

 **Green Hornet:** Friends of yours?

 **Shadow:** I would have though you all ran in the same circles?

 **Fancy Dan:** I ain't forgotten what happened at the bridge, but it looks like...

 **Hammerhead:** Quit your flappin you mook!

 _The smooth talking crook cowered away slightly from the larger gangster standing beside him. This guy Spidey noticed was wearing a black pinstripe suit with a red shirt and black tie, which was surprising since he couldn't take his eyes off this man's face._

 _ **(Spiderman) You guys can't see this but dude! I thought Goblin was ugly.**_

 _To say that this gangster's face was gruesome would be an understatement; his face looked contorted and rough, wrinkles completely covered his large forehead. Not to mention his head in general looked as if a piano had fallen on top of it; the crown of his head was completely flat from what Spiderman could see._

 **Shadow:** Joseph Lorenzini ... or should I call you...?

 **Green Hornet:** _**Hammerhead**_.

 _The gang boss snared at the remark then kneeled down to pick up a pair of Thompson submachine guns in each hand. He took aim at Spideys group and open fired. Quickly everyone except Shadow ducked as the bullets rained down over their heads and narrowly missed some of the other thugs too. After a minute or so, Hammerhead ceased fire and allowed Spiderman and the others to stand back up._

 **Spiderman:** Yeah let's not upset the man with a pair of machine guns.

 _He looked over to Shadow who had remained standing throughout the whole thing._

 **Spiderman:** Did you just stare down that gunfire?

 **Shadow:** He wasn't trying to kill us ... just a feeble attempt at intimidation.

 **Hammerhead:** Well ... err ... next time I'll drop you where you're standing if you call me Hammerhead again!

 **Spiderman:** How about Hammy?

 **Shadow:** Do not waste your breath on banter Spiderman ... We still have a task at hand.

 **Hammerhead:** So ... you're the wise guy that been poking into the bosses business? Me and the boys here don't take to kindly to that sort of thing.

 **Ox:** You tell'em Hammerhea...

 **Hammerhead:** WHAT DID I JUST SAY?

 **Ox:** Sorry Hammerhead ... I mean...

 _In a burst of rage, Hammerhead swung one of his guns and struck Ox in the back of the head. Both Montana and Fancy Dan laughed at Ox's expense but were quickly silenced by a menacing glare from their boss. While back down below Spiderman took the time to examine his surrounding, looking for a weakness to exploit; during which something caught his attention. Spidey noticed that one particular thug seemed out of place. He stood a little further back from the group, as if trying to keep out of everyone's line of sight. Also he was a bit shorter and less bulker than the rest of Hammerheads men. Unlike the other thugs who wore only flatcaps, this one was also wearing a red bandana around his face like a bandit, so Spidey could only see his eyes; also the coat he was wearing looked far too big for him. In fact he notices a blood stain on his collar._

 _ **(Spiderman) In case you're wondering; "Why haven't these goons picked up on this?" It's because I highly doubt these guys were hired for their brain power. But it won't matter if we all end up in wooden overcoats ... Huh ... Look at that, I've gone native.**_

 **Shadow:** Enough of this!

 _He manages to regain the mobster's attention from their in-fight squabbling and back onto him._

 **Shadow:** I demand answers Lorenzini! Where is your master? Where is Goblin?

 **Hammerhead:** You must be crazy if you think I'll just tell you that. You on the other hand insect boy...

 **Spiderman:** Spiders aren't insects!

 **Hammerhead:** I was talking to other bug you Mook!

 _ **(Spiderman) Huh ... never thought I'd ever hear that.**_

 **Hammerhead:** I'll get to you and your friend in a minute.

 **Green Hornet:** You want to talk to me?

 **Hammerhead:** Yeah, the boss has heard of you and your driver pal. See ... he's looking into branching out west and you might just be perfect to help him out. See the last guy was a little uncooperative and the boss was a little ... disappointed.

 _On that note, Ox removed a bag from his shoulder and threw it down below where it landed right at Hornets feet; cautiously he knelt down and opened it. The stench that suddenly emerged was so bad that Spiderman could smell it from where he was standing._

 **Spiderman:** Dude, what that smell? It's worse than like Nova's feet.

 **Green Hornet:** Paul Ricca.

 **Hammerhead:** Goblin wants you to be the new head of the Chicago outfit ... Since Ricca can't get his back!

 _The whole place exploded in a roar of laughter as Hornet closed the bag and kicked it to one side. As he stood back up, Spidey couldn't help but notice that Hornet was fiddling with something behind his back._

 **Hammerhead:** So what will it be Hornet? You answer to the boss and get to run Chicago as you like. Or do I have to ask the next guy?

 _He raised his hand, signalling his thugs down below to take aim at the costumed men._

 **Hammerhead:** I give you to the count of five ... Ox!

 **Ox:** 1 ... 2...

 _Spiderman looked round at the odd company he found himself with; Green Hornet was still acting shifty while his partner was scanning around the room as if trying to look for a way out._

 **Ox:** 3 ... Err ... what comes after that?

 **Montana:** You gotta be freaking kidding me!

 _Realising that they were running out of time, he looked over to the Shadow whom was looking surprisingly calm for someone staring down a firing squad. But before Spiderman could say anything to him, he heard Shadows echoy voice inside his head once more._

 _ **(Shadow)**_ _**Get ready Spiderman**_ **.**

 _ **(Spiderman) Get ready for what exactly? Eventually this guys going to reach 5 and...**_

 _Before he could finish, Spidey noticed the strange thug from earlier looking straight at him down the sight of his rifle. He was also very surprised when the thug unexpectedly winked at him._

 _ **(Spiderman) Did that guy just...?**_

 **Ox:** 4 ... 6...

 **Hammerhead:** Where'd you learn to count?

 **Green Hornet:** Hey Hammerhead!

 _The menacing mobster growled out loud at the sound of that name and looked down at Hornet._

 **Green Hornet:** Tell your boss; I don't work for freaks.

 _Hammerhead let out a yell and drew his Tommy guns. Following this, his men readied themselves to fire, However Green Hornet raised his hand over his head and threw at the ground some sort of pellets. As they struck the ground it released a green coloured smokescreen that quickly engulfed the entire room. Blinded and disoriented, the panicking thugs started to fire randomly in all directions. Before the smoke grew too thick, Spiderman noticed the thug that winked at him drop his rifle and drew a pair of revolvers._

 **Swift Cloud:** HIT THE DECK!

 _Not needing to be told twice, Spiderman threw himself to the floor. They saw Shadow do the same, but both Hornet and Kato were still in the line of fire. So he quickly fired his web-shooters at the two of them, hitting them square in the back and pulled them to the ground just in the nick of time as a series of gunfire could now be heard. Though the smoke was thick, Spiderman could still make out the twin revolver wielding thug thanks to the flash of his weapons. Whoever this was, he seemed to move surprisingly fast. One moment he was at one side of the room then the next he was at the other end, firing his revolvers as he does so. From up above, Spiderman could hear Hammerhead shouting at the top of his lungs._

 **Hammerhead:** WHATS GOING ON DONE THERE? I CAN'T SEE A THING.

 _Soon the gunfire ended, then out of the smoke a handful of Shurikens flew out of the smoke and struck the ropes binding the scaffolding above. It had all started to come apart, causing some of the sharpshooters, including Hammerhead and Fancy Dan to fall to the ground along with Spiderman and the others. Those who were still up top, like Montana and Ox had started to open fire down into the smoke, however they were soon met with returning fire coming from Shadow down below. He hit his intending targets, leaving Montana and Ox to run for it out of the top exit. While back down amongst the green smoke, Spiderman had begun knocking down thugs left and right._

 **Spiderman:** Peek-A-Boo ... I _**punch**_ you!

 _After knocking out one thug, he could hear someone sneaking up behind him. He spun round, ready for the attack only to be met with Green Hornet pointing his gun right in his face. For what seemed like an eternity, the two of them just stood there staring at each other._

 _ **(Spiderman) Strange ... this guy isn't setting off my Spidey-sense. Usually that's not a good thing...**_

 _Suddenly Hornet adjusted his aim and he fired a round straight past Spidermans head and struck a thug trying to jump him._

 **Spiderman:** But that doesn't appear to be the case.

 **Green Hornet:** See you around kid. Kato ... let's go.

 _And on that note, he disappeared into the smoke. Before Spiderman could do anything to stop him, his spider-sense went off like crazy. Hearing something fast running behind him, Spiderman performed a back flip and avoided Hammerhead's signature head butt ... followed by a loud crash. By then Hornets smokescreen started to wear off and Spidey could see the room a bit more clearly. Nearly all the thugs were lying dead on the ground, with the exception of a few stragglers who were being taken down by Shadow. Spiderman looked round and saw Hammerhead pulling his head out of the wall and look right at him._

 **Hammerhead:** The boss is gonna hear about this.

 _He then ran in the opposite direction towards one of the exits, mid of the way he saw the revolver wielding thug fighting Fancy Dan at the exit door._

 **Hammerhead:** Coming through!

 _He leaned his head forward and butted the unsuspecting thug in the gut and tossed him over his head like a bull, sending him flying into the air._

 **Fancy Dan:** Wait for me boss.

 _Spiderman was forced to watch them escape as the jumped into the air and caught the thug in his arms and landed safely on the floor, lowering the thug to the ground._

 **Spiderman:** Are you all right?

 _He didn't answer. Worried, Spiderman took off the thug's hat and mask to check if he was alright. After removing them he realised that this thug wasn't a thug at all but..._

 **Spiderman:** A girl!

 _The young Native American girl groaned as she struggled to regain consciousness. Still shocked with this realisation, Spidey failed to see Shadow approach them after finishing of the last of the thugs. He took a quick look at the girl before turning to Spiderman._

 **Shadow:** We need to leave ... now!

 **Spiderman:** What about her?

 **Shadow:** Bring her back to the Sanctum ... We need answers.

* * *

 **A/N: Comment and Review.**

 **Thanks**


	6. Back-room Tension

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 6: Backroom Tensions**

 **The Black Cat – New York Harbor - Night**

 _Unlike the glamour's clubs and social venues of the theatre district, with their fine food and light entertainment that are frequently visited by the city's social elite, the harbors around New York are largely considered the very heart of the city's seedy nightlife. Filled with back ally bars and clubs, these harbors find themselves to be occupied by the roughest, downtrodden individuals that the city has to offer._

 _However these districts have always been dangerous, ever since before the end of the Prohibition Law back in 1933. The criminal elements of New York have often congregated at these harbors for their illegal business; whether it's a backroom deal, picking up goods or disposing of a talkative snitch ... home sweet home for the likes of Hammerhead and his Enforcers._

 _After the events that transpired at Coney Island, these gangsters made their way to one of their boss's bases of operation, which also happened to be one of the most popular "gentlemen's" clubs for their kind; The Black Cat. Inside you would find alcohol flowing, music playing and showgirls aplenty that would satisfy even the seediest scum. But in the back areas of the club, away from all the lively entertainment out front, is where you would find a darker side of the business._

 _Inside a secret, dimly-lit back room, behind a hidden door down in the clubs cellar; Hammerhead is standing in the one of the few spaces that was lit up, looking into the darkness around him. He never understood the bosses flare for the dramatics but he could see its uses for intimidation. Both Fancy Dan and Ox are cowering behind him at this moment, while Montana is standing on top of some boxes ... admiring the girls dancing above through a small grate in the wall above._

 **Hammerhead:** Get down here you mook!

 **Montana:** Oh come on boss ... it'll be her up in a minute.

 **Hammerhead:** It'll be your balls in a vice if she catches you peeping on her again.

 _The cowboy gangster groaned and climbed down to join his fellow criminals._

 **Montana:** What's the big deal anyway?

 **Fancy Dan:** You ain't met the boss yet haven't you?

 _Montana opens his mouth to reply but stops himself to think on his response._

 **Montana:** Now that you mention it ... no.

 **Fancy Dan:** I hope you brought a change of shorts...

 **Hammerhead:** Clam it meat-heads.

 _He gestures over to the far end of the room where they now hear a set of footsteps walking closer towards them from the darkness. Soon a figure emerges to stand right in front of the gangsters; this man was tall and lean, wearing a dark purple three piece suit along with a black shirt and red tie. Hammerhead stepped forward to stand face to face with this uncanny individual. The brutish gangster had always thought his man was ugly; his face was very "blank" due to his thin mouth, tiny nose and eyelids so small that at first they looked like slits. Adding that his head was completely bald and skin so pale it looked white, Hammerhead couldn't help but refer to him by the nickname he often went by._

 **Hammerhead:** Chameleon ... where's the boss?

 _Instead of answering, the Chameleon took out a cigarette case and put one in his mouth before lighting it. After inhaling the smoke, he looks Hammerhead right in the eye and blows it back in his face._

 **Hammerhead:** (Coughing) Son of a...

 _He quickly reaches into his coat for his piece as Chameleon does the same. But before he could draw his weapon, Chameleon took out a small radio device. Puzzled by this, Fancy Dan, Montana and Ox just stare at the device before a deep voice starts specking through it._

 **Goblin:** " _I trust Mr Smerdgakov here isn't bothering you Lorenzini?"_

 **Hammerhead:** No Mr Osborn ... he's not being an asshole at all.

 **Goblin:** _"Ah good. I'm afraid I can't be there in person, since my presence is required elsewhere. I do hope you're here to provide me with some good news from the Green Hornet?"_

 **Hammerhead:** Err ... well...

 **Goblin:** _"Speak up ... your mumbling."_

 **Hammerhead:** Look boss, we got a little snag there.

 **Goblin:** _"Really? I can't wait to hear this."_

 _Over the next few minutes, Hammerhead recounted the events that took place at the Funhouse to his disembodied employer ... his "sit down" with the Hornet ... their unexpected visitors ... and their hasty departure._

 **Goblin:** _"So ... A pity that Hornet refused my generous offer, we'll have to deal with him at a later date ... or at least we wouldn't have to If you'd taken care of him THEN AND THERE!"_

 **Fancy Dan:** We're sorry Mr Osborn ... we had them cornered I swears it. But these masked freaks were packing more than just heat.

 **Montana:** One of them was moving faster than Ox at an all you could eat buffet.

 **Ox:** And there was this really spooky one that just disappeared... Hey!

 **Goblin:** _"NO EXCUSSES!_ _I am on the verge of creating a new world order, with each of you having a place within it. But that won't be possible if you cannot deal with a bunch of NOBODYS IN MASKS!"_

 **Hammerhead:** We'll take care of it boss. By the time I'm done with them that scarf wearing freak and his spider punk friend will be having a long lie with the fishes. Then I'll show that Green Hornet what happens when you cross...

 **Goblin:** _"Wait! ... What did you just say?"_

 **Hammerhead:** I'll show the Hornet...

 **Goblin:** _"No you imbecile! What was that you said about a spider?"_

 **Hammerhead:** Those masked freaks we told you about? One of them said something about spiders and some of the boys saw him jumping around and clinging to walls...

 **Goblin:** _"Swinging around on ropes and talked a lot?"_

 **Hammerhead:** So much that I wanted to smack him with my... Wait you know him?

 _At first his question was met with silence from the device. Then suddenly a loud maniacal laughter echoed throughout the entire back room, nearly deafening Dan, Montana and Ox. Soon the laughter settled and gangsters listened in to what Osborne had to say._

 **Goblin:** _"So ... he's finally here. It's been quite some time since that day"_

 **Fancy Dan:** What you want us to do boss?

 **Goblin:** _"You said more than just the Green Hornet showed up? There's only one way they could have known about my little operation ... that nosey O'Brien."_

 **Hammerhead:** The D.A.? How's about you let me and the boys go down there...

 **Goblin:** _"No! I need you to take those three fools along with Miss Franklin to our operation down south. Mr_ _Smerdgakov here will join you once I have him prepare a special surprise for our new friends."_

 **Hammerhead:** Right boss. What about O'Brien?

 **Goblin:** _"Send ... Toomes, I think he deserves a little treat."_

More menacing laughter exploded from the device before its connection was cut and replaced with static. At that point Chameleon turned the device off and placed it back in his jacket before leaving, pushing past Hammerhead as he approached the secret exit.

 **Hammerhead:** You heard him boys, pack your shorts we're going south. Hey Montana, tell Persuasion to get her butt down here.

 **Montana:** Yeah ... I'll tell her when she's done shaking it up there.

 _Hammerhead spun round to see that all three of his enforcers are packed close together on top of the same boxes as before and all trying to stare out off the grate in the wall. At which point all Hammerhead could do was just growl in annoyance._

* * *

 **The Sanctum – New York – Night**

 _After their adventure on Coney Island; Spiderman and Shadow were able to return to the Shadows secret Sanctum unscathed, along with a new possible ally ... the young Native American girl that helped them out of a tight spot. Currently she's resting up in the same spare room that Spiderman found himself in when he first woke up. Not to mention that Spiderman himself had been keeping watch over her by sitting at her bedside for the last few hours._

 _ **(Spiderman) Oh Hey guys, just keeping an eye on sleeping beauty here ... what ... don't judge me like that, it's not what you think. I'm just watching over an injured girl while she... Ok I see your point; maybe I'll just leave her alone for a while.**_

 _The young hero got up off his chair and made his way over to the door. Just as he placed his hand around the door handle, he heard a noise that made him turned back round to look at the girl. Turns out she was only wrestling in her sleep so Spidey proceeded to leave the room, making note of her equipment that he placed on the stand beside her bed, just in case she wakes up._

 _As he entered the octagonal central hall of the Sanctum, Spidey closes the door behind him. But as he turns back round he suddenly finds himself face to face with the Shadow standing merely inches in front of him. In a blind panic he leapt up onto the ceiling above and looked down to his mysterious comrade._

 **Spiderman:** Don't do that! You nearly made my web my shorts.

 **Shadow:** I trust the girl is resting comfortably?

 _The web-slinger drops down on a web-line and hangs upside down in front of Shadow._

 **Spiderman:** Yeah she is.

 **Shadow:** Not for long, that girl has some questions to answer.

 **Spiderman:** Would it kill you to not refer to her as "that girl"? She has a name you know.

 **Shadow:** And what would that be?

 _There haven't been many moments in Spidermans life that he had been rendered speechless, this was another one of those times and Spiderman just had to give it to the Shadow._

 **Spiderman:** Touché.

 _Shadow then walks round the upside down teenager and headed towards the spare bedroom. However he was suddenly cut off by Spiderman who leapt over his head and landed between him and the door._

 **Spiderman:** Wait, we can't just barge in and interrogate her like that, especially since she helped us back there.

 **Shadow:** Time is not on our side. The longer we wait, the more time our enemies have to prepare.

 **Spiderman:** I know but can't we just let her sleep for a bit, she needs time to recover, plus she looks peaceful.

 _Shadow narrowed his eyes, giving Spiderman an intense stare, this unnerved Spidey a bit, especially since the cloaked vigilante started to slowly walk towards the teenage hero and stopping right in front of him, noses inches apart._

 _ **(Spiderman) I know we're meant to be on the same side but this guy really creeps me out ... he makes the Howling Commandos look more appealing.**_

 **Shadow:** Piece of advice Parker; never let a pretty face get in the way of the mission.

 **Spiderman:** Hold on I never said ... wait ... what?

 **Shadow:** Just go in there and wake her up. Bring her over to the study so she can talk.

 _He turned round and walked away from Spiderman, leaving him dumfounded at what The Shadow just said to him._

 _ **(Spiderman) I never said she was ... I mean she is ... what I mean to say... you know I really hate that guy.**_

 _ **(Shadow) I heard that**_

 _Spidey made his way over to the room where their guest was resting and opened the door. As he stepped inside, he carefully and quietly closed the door behind him before looking over to the bed, only to find that it's empty._

 **Spiderman:** What the... where'd she go?

 _He looked over at the bed and noticed that the girl's equipment that he placed on the stand nearby had been disturbed and that the twin revolvers were missing from their holsters. Before he could ask himself where they went, he suddenly felt cold metal being pressed up against the back of his neck._

 _ **(Spiderman) Oh you have got to be kidding me!**_

 **Swift Cloud:** Hands above your head.

 **Spiderman:** Listen...

 _He hears the clicking sound of a gun being cocked._

 **Spiderman:** Over my head!

 _He quickly does what he's told._

 _ **(Spiderman) In case you're wondering why I'm letting people sneak up on me a lot lately ... simple ... My Spidey sense hasn't been going off. So either my trusted sixth sense is past its sell by date or these guys aren't a threat to me ... despite them all pointing weapons at me.**_

 **Swift Cloud:** Where am I? Who are you?

 **Spiderman:** Don't worry, you're safe. You were hurt back at the carnival after helping us, don't you remember?

 **Swift Cloud:** Where are my clothes?

 _ **(Spiderman) Wait is she...? No, bad Spidey!**_

 **Spiderman:** I saw them over there.

 _He points over to the folded up clothes that are placed on the nearby chair._

 **Swift Cloud:** Eyes to yourself.

 **Spiderman:** Huh?

 **Swift Cloud:** No peeking!

 **Spiderman:** Ok, ok.

 _Once again he does what he's told; he closed his eyes and felt the gun barrel pressing off his neck. Though he couldn't see, his enhanced senses allowed him to tell where this girl was in the room. He could hear the rustling movements she made while she was getting change as both Angel and Devil Spidey appeared over his shoulder._

 **Devil Spidey:** Come on, you know you wanna take a peek.

 **Angel Spidey:** No! It's not right, she's entitled to privacy.

 **Devil Spidey:** If that was true she'd have told you to scram. Instead she's changing while you're still in the room. She wants you to look so go on.

 **Angel Spidey:** That's no excuse!

 **Devil Spidey:** One quick peek ... she'll never know.

 _Despite being the responsible, shy but well mannered person that Aunt May raised him to be ... Peter was still a hormonal teenage boy. So giving into that natural side of him, Spidey slowly opened his eyes. The sight standing before him wasn't quite what he expected. He found himself staring down the barrel of the same gun that was pointed behind him only seconds ago. Surprisingly the girl was now fully dressed; wearing brown trouser with gun belt along with a simple matching tunic and leather gloves. She was also holding a light brown Stetson in her free hand while her other had Spiderman covered._

 **Swift Cloud:** Should have known you weren't no thoroughbred.

 **Spiderman:** How did you...?

 **Swift Cloud:** Change so fast? Sorry, girls gotta have secrets ... darlin.

 _ **(Spiderman) Darling?**_

 **Swift Cloud:** Now how's about you skedaddle and show this little lady the way out?

 **Spiderman:** Wait just a sec...

 _He was suddenly cut off as the young Native American girl placed the barrel of her gun against Spideys mask where his mouth is ... making it the second time this evening he was made speechless._

 _ **(Spiderman) What is it about this era? Every time I open my mouth they make me shut it.**_

 **Swift Cloud:** Vamoose, city-slick!

 _He carefully makes his way over to the door, followed closely by his "captor"._

* * *

 _They make their way out into the main hall of the Sanctum, where the girl looks about with interest._

 **Swift Cloud:** So what is this place?

 **Shadow:** It is the Sanctum ... my refuge.

 _From out of nowhere, The Shadow appears out of nowhere with his pistol aimed at Spideys captor._

 **Spiderman:** Ok, before this gets out of hand let's just...

 _Before he could finish the young girl drew her spare revolver with great speed and aimed it at Shadow. However he never even so much as flinched at this sudden action._

 **Shadow:** Careful girl ... you're not the only one with talents here.

 **Swift Cloud:** Well bully for you?

 _In a flash, Spiderman used his enhanced speed and reflexes to back flip over the girl while she was distracted and landed beside Shadow. But in the blink of an eye their guest was able to turn on her heels and train both her revolvers at the pair of them. The three of them seemed to find themselves in a standoff with Shadow aiming his pistol at the girl. She In turn is training both her weapons at Spidey and Shadow. And finally Spidey aiming his wrists at the young Native ... while receiving a funny look from her._

 _ **(Spiderman) You know from her point of view ... I must look really stupid.**_

 **Shadow:** Put your guns down girl.

 **Swift Cloud:** You first spooky.

 **Spiderman:** Ha, ha ... Spooky.

 **Swift Cloud:** You can hobble your lip, peeper.

 **Spiderman:** What?

 **Swift Cloud:** Now how about one of you city-slickers shows me the way out.

 **Shadow:** Not before you answer some questions.

 **Swift Cloud:** Sorry spooky ... I best skedaddle, got things to do.

 **Shadow:** After Osborn?

 **Swift Cloud:** How did you...?

 **Spiderman:** Know? The Shadow knows.

 _The both of them just stared at Spiderman._

 _ **(Spiderman) Ok, so I can't pull that line off ... fine.**_

 **Swift Cloud:** Look boys, I ain't throwing up the sponge. So unless you want a hole in the head, you'd better back off.

 _From the way Shadow was staring at her, Spidey could tell that he was losing his patients. So before things got further out of hand, Spidey decided to end this little standoff._

 **Spiderman:** Alight that's enough.

 _He moved to stand right between the pair of gunmen and used both his web-shooters at each of their weapons to clog them up. He then turned to face the surprised looking Native._

 **Spiderman:** Look, we've all got off on completely the wrong foot. My name's Spi...

 _He stopped himself and decided to instead take off his black mask and reveal his face to the young girl._

 **Spiderman:** My names Peter Parker, otherwise known as Spiderman. I'm a friend ... you helped us back at the funhouse and when you got hurt, we brought you back here to recover. Now you're free to leave whenever you want, but if it's true that you're going after Osborne then you should know that we're after him too. We can help each other, you've seen it yourself he's got an army at his call and its stupid for you ... any of us in fact to go after him alone. Taking him down won't be easy but we stand a better chance doing it together. So what do you say?

 **Swift Cloud:** You better not be stringing a whizzer darlin.

 **Spiderman:** Stringing a...?

* * *

 **Cutaway**

 _In the bathroom of the Parker residence, Chibi Spidey is hanging upside down by the toilet, as the sound of a zipper opening is heard..._

 **Cutaway Ends**

* * *

 _Spiderman shivers at the strange thought in his head._

 **Spiderman:** Ewe! No I'm not ... no ... Look, I'm being honest with you. I even told you my name ... how about you tell us yours?

 _The Native girl thinks on this for a moment before holstering her revolvers._

 **Swift Cloud:** Cloud ... Swift Cloud.

 _Spiderman gives her a warm smile, which she couldn't help but returning. She then looks over to Shadow._

 **Swift Cloud:** And who's your friend meant to be, apart from being all dark and mysterious?

 **Shadow:** I am the Shadow!

 _ **(Spiderman) This guys really needs to lighten up ... oh, I did it again there?**_

 **Swift Cloud:** If you say so partner. Now how did you know I'm after Osborn?

 **Shadow:** Why else would you have been at Coney Island?

 **Spiderman:** How did you even know about it?

 **Swift Cloud:** A friend of mine filled me in?

 **Shadow:** Brian O'Brien?

 **Swift Cloud:** How...?

 **Spiderman:** He knows ... trust me I've found it easy to just go with it.

 **Swift Cloud:** Err ... sure, He's the District Attorney who's been investigating Osborn. He told me about the meeting and in turn I was meant to tell him what I picked up there.

 **Shadow:** I know Brian, he's persistent and reckless. If he's been monitoring Osborn for a while then its most likely Osborn's picked up on him. And since all of us dropped into his meeting, it's not possible to think that Osborn doesn't suspect Brian's involvement.

 **Spiderman:** What are you thinking...?

 **Shadow:** We need to get to Brian ... now!

* * *

 **A/N: Comment and Review**

 **Thanks**


	7. The Broken Clock

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 7: The Broken Clock**

 **New York – Staten Island – Night**

 _With the swift but reckless aid of Shadows personal New York cab driver; Moses "Shrewy" Shrevnitz, Spiderman and Shadow, along with their new ally Swift Cloud raced across the streets of the city towards the residents of Brian O'Brien, the District Attorney. When their cab finally arrives, Shrewy steers off from the main road and parks in a back alley, right behind O'Brien's apartment building. Giving his passengers a chance to exit the cab unnoticed._

 **Shadow:** Stay here and keep the car running.

 **Shrewy** : Right boss.

 **Spiderman** : You know if you'd just tell me where this place was I could have swung over here in no time.

 **Swift Cloud:** That don't wash city-slick ..."swung"?

 **Shadow:** Quiet; you would have attracted far too much attention with your unique method of transportation.

 **Spiderman:** And Shrewy's driving didn't?

 **Shrewy:** Watch it ya woofer.

 _ **(Spiderman) Remind me to get a thesaurus while I'm here ... This 30's slang is really tricky to get my head round.**_

 **Swift Cloud:** Will you lot hush up? Brian's apartment's on the top floor so we better pony up.

 _Spiderman looked up sharply up the side of the apartment building and noticed that one of the windows at the top was open, wide enough to allow the curtains inside to hang outside ... blowing in the breeze._

 **Spiderman:** Does that window lead inside his place?

 **Swift Cloud:** Huh? Oh yeah I think so darlin, but there isn't a ladder to...

 _She didn't even finish her sentence; her mouth just hung open from shock as Spiderman leapt up onto the side of the wall and began to crawl up the side of the building, occasionally taking large leaps to cover more distance. Even Shadow looked impressed by his comrade's abilities as he and Swift Cloud continued to watch as Spiderman reached the window and climbed his way inside._

 **Swift Cloud:** So that's why he calls himself Spiderman?

 **Shadow:** That boy possesses many talents ... I believe we've only seen a glimpse of them.

 **Swift Cloud:** More like he's just playing to the gallery.

* * *

 **Brian O'Brien's Apartment**

 _With ease Spiderman climbed through the open window and landed inside the apartment in a crouching position while taking in his surroundings. Clearly he was in O'Brien's bathroom but already he could tell something was wrong. He looked down at the floor and noticed that there are wet patches leading from the window he came through to the bathroom door. Curious as to why the window was open in the first place, he looked back to examine it. On both sides of the frame Spidey found strange marks scratched into them ... Claw marks. Similar to when Ava scratched the hell out of his bed during her frenzy period caused by Kraven. This caused Spidey to draw to the obvious conclusion..._

 **Spiderman:** Guess I wasn't the only one who used the window to get inside.

 _ **(Spiderman) I don't know about you but a part of me is giddy with excitement. This is turning out to be like that video game "L.A. Noire" ... but with superheroes. That would be awesome! Hey if anyone from Rocksteady is reading this ... Get on it! In the mean time...**_

 _Spidey makes his way over to the door and opens it, stepping through cautiously, he enters the hallway. Despite the lights being off, it didn't take long for Spidey to realise that O'Briens apartment was massive, clearing taking up nearly half the top floor by itself. From the hallway there were half a dozen other doors leading into different rooms of the apartment, but Spidey decided it was best to start in the main lounge. While walking down the hallway, he quickly found a light switch and flipped it to the "on" position. However this didn't work, leaving him surrounded in darkness._

 **Spiderman:** Powers out ... that's never a good sign.

 _He continues down the hallway until he reaches the apartments lounge, only to find it turned upside down and inside out; tables, chairs flipped over, broken lamps, shards of glass littered the floor around him, even picture frames knocked off the walls._

 _ **(Spiderman) This place looks worse than after one of Harry's parties.**_

 _Suddenly there was a knock on the door and Spiderman rushed over to allow Shadow and Swift Cloud to enter from outside._

 **Spiderman:** What kept you?

 **Swift Cloud:** Well unlike you darlin, we had to take the stairs.

 _Without a word, Shadow strolled past the two teenagers, even going as far as to nudge Cloud out his way and started to examine the chaos around them._

 **Swift Cloud:** (scoff) Someone's getting a wiggle on.

 **Shadow:** All this happened very recently ... we don't have the time to waste on pleasantly.

 **Swift Cloud:** Has he always been like that?

 **Spiderman:** Cryptic? Brooding? Doesn't play well with others? Been like that ever since I've known him.

 **Swift Cloud:** How long?

 **Spiderman:** Few days.

 _The young Native almost let out a chuckle before composing herself, although she couldn't help but offer Spidey a small smile. Even though he returns the gesture, Spidey realised it was moot since he was wearing a mask._

 **Shadow:** Spiderman ... come over here?

 _Spidey walks over to the cloaked vigilante, leaving Swift Cloud to take out a touch and start searching the apartment. As he gets closer, Spidey starts hearing the Shadows disembodied voice talking to him in his own head._

 _ **(Shadow) Did you forget what I told you ... about "a pretty face"?**_

 _ **(Spiderman) Are you seriously busting my butt on that again?**_

 _ **(Shadow) Be vigilant Parker ... she's hiding something. It was foolish of you to tell her your real name**_

 _ **(Spiderman) It's a little thing called trust; show her some; she'll start to do the same. I've already noticed that it's working.**_

 _ **(Shadow) No face is more deceptive than the face of flattery.**_

 _ **(Spiderman) Wait ... what's that meant to mean?**_

 _ **(Shadow) You'll find out when you're older.**_

 _ **(Spiderman) She's not as bad as you think...**_

 _Before he could finish, their conversation was interrupted by a sudden cry coming from one of the other rooms of the apartment, followed by the sound of Cloud calling out to Spiderman._

 **Swift Cloud:** Spider, in here!

 _The two masked men rushed down through the hallway and towards the room at the far end where they found Cloud standing at the doorway. Spidey knew something was wrong instantly since Cloud's face was buried in one of her hands and looking down at her feet._

 **Spiderman:** Cloud what is it?

 **Swift Cloud:** He ... he's in there.

 _Shadow snatches the torch from her and he heads into the room first, followed closely by Spiderman._

* * *

 _The room was completely trashed; chairs broken, books lying about everywhere, lights broken. Clearly this was some kind of office, but as Spidey and Shadow moved through the debris Spiderman stepped in something that caught his eye. He kneeled down to examine what turned out to be some kind of business card with the words "The Clock has Struck" written on it, but he was also horrified when he realised that he picked it up in a pool of fresh blood. Looking around, he and Shadow soon found what had spooked Cloud; a body ... a body of a man dressed up in a black pin-stripe suit with white gloves along with a pair of black and white spectator shoes. His face was covered by a black face mask and a white fedora, his entire ensemble had been torn completely to shreds and dripping in this victims own blood._

 _Spidey thought he was going to be sick, never had he ever seen anything so gruesome before. Slowly Shadow moved closer to the body, kneeling down and pulled off his mask and fedora. Spidey nearly jumped out his skin as he saw that this man's face had been mutilated; one of the eyes was missing, cheeks and forehead were sliced apart was completely covered in blood._

 **Shadow:** We're too late. They got to him first ... _**The Clock**_ is dead.

 **Spiderman:** Wait ... the who?

 **Shadow:** Brian dedicated his life serving the law, fighting crime as the District Attorney. Over time however he realised that the law was not a level playing field, and saw criminals walk free thanks to men with power and wealth bending the system to their own ends. He decided the law was not enough and was the first to start working outside it. He fashioned himself a new identity to serve justice by his own hand ... The Clock.

 **Spiderman:** The first of us.

 **Shadow:** You and I aren't the only ones the dawn a mask of justice.

 _In an uncharacteristic gesture (according to Spiderman) Shadow reached over and closed the Clocks only remaining eye and placed his mask and fedora on his chest as a mark of respect._

 **Shadow:** I'm sorry ... Brian.

 _Surprised to see Shadow showing a remorseful side, Spidey decided to give him a moment with his fallen friend. He picked up the torch that Shadow dropped and started to make his way back out when he felt something tapped the top of his fedora. Spidey took it off and examined his hat, finding a drop of blood in the process._

 **Spiderman:** What the...

 _Suddenly he felt another drop it his head. Slowly he looked up at the ceiling ... eyes widened in horror._

 **Spiderman:** g ... guys.

 _From the door, Swift Cloud along with Shadow looked over to see Spiderman looking up above him. Curious, they do the same and what they all saw looked like it was from a horror movie. Smeared across the ceiling, written in blood were the words "Courtesy of the Goblin" gazing down on them. For a moment Spidey just stood staring up at it, blood dripping down on him._

 _ **(Spiderman) He's ... he's gone too far this time. I mean Goblins always been mad but this is just plain sick and deranged. I swear when I find him...**_

 **Swift Cloud:** Guy's ... Did anyone else hear that?

 _Everyone was completely silent for a moment, until they all heard the sound of someone at the apartment's front door._

 **Shadow:** Someone's coming.

 **Spiderman:** Who...?

 _Before he could get a reply, the Shadow had already disappeared into the darkness around them._

 _ **(Spiderman) I'm going to start hating him for that aren't I?**_

 **Swift Cloud:** Spider!

 _He looks over to Cloud as she gestures down the hallway before running off. Spidey followed her back towards the lounge where they now heard muffled voices coming from outside._

* * *

 _Before he knew it, Cloud had already taking position in one of the rooms in the hallway. Just as Spidey was thinking about where to hide himself, his Spidey-Sense went off and in a flash Spidey leapt up and clung onto the ceiling above just as the door exploded open._

 _Its remains covered the ground below and Spidey watched as the light from the hallway outside spilled inside, illuminating the apartment and revelling two silhouettes coming from the hall. As the two figures entered inside, they moved very cautiously. One of them was holding some kind of rod while the other adopted a stance that made him look ready for a fight._

 **Green Hornet:** This seems to be the place.

 **Kato:** Let's take a look around.

 _Suddenly the front door slammed closed on its own accord._

 **Green Hornet:** What the...?

 **Kato:** I don't think we're not along.

 _After a moment of silence, gunshots exploded from the Shadows twin pistols, dimly illuminating the room as he fires. However the intruders were able to take cover behind some to the lounges debris, one of them broke cover occasional to return fire while the other started to pick up some of the broken wreckage around the apartment and threw it across the room at Shadow. He was able to dodge a few of them while Spidey used his web-shooters to ensure some of the projectiles and fling them back towards their adversaries._

 _After firing a hailstorm of bullets around the apartment, Shadow finally ran out of ammo. Taking advantage of his break, the intruders broke cover and tried to rush Spidey and Shadow. For a few minutes the heroes engaged their attackers while in complete darkness ... until suddenly a light from Swift Clouds touch illuminated the lounge revelling the identities of their attackers._

 _She sees Shadow pressing Green Hornet against the far wall with Shadow aiming his pistol at Hornets head while the other has his weapon aimed at Shadows chest. Meanwhile Spiderman sitting on top of Kato ... pinning him to the floor while the masked chauffeur has a piece of broken glass in his hand and has it placed right at Spideys throat._

 **Shadow:** Hornet!

 **Green Hornet:** Hello Spooky!

 **Spiderman:** I ... don't believe we've been introduced.

 _Kato merely snarled at Spiderman who leapt off him and landed right next to Swift Cloud, allowing Kato to get back on his feet. However Both Shadow and Hornet refused to budge from their positions._

 **Green Hornet:** Why am I not surprised to find that your involved ... What have you done with O'Brien?

 **Shadow:** Once again you are mistaken.

 **Green Hornet:** Is that right Spooky? Unless that's "K – Brand" Raspberry jam on your hand, I'll continue to assume its O'Brien's blood.

 **Shadow:** The Clock ... is dead.

 _Hornet didn't speak for a second until he suddenly blurted out._

 **Green Hornet:** Kato!

 _The masked Chuffer pulled out a pair of Nun-Chucks and began twirling them round with skill before advancing on Spidey and Cloud. In the blink of an eye, Cloud had both her revolvers drawn and aimed right at the Green Hornets sidekick. Before any of them could throw down, Spiderman stepped in ... literally, he stood right between Swift Cloud and Kato._

 **Spiderman:** Whoa, Whoa, Whoa ... everyone just calm down!

 **Green Hornet:** You kill O'Brien and expect us to let it slide ... Guess I was wrong about you, kid.

 **Spiderman:** We didn't kill him...

 **Kato:** Liar ... there's blood on your hands too!

 **Spiderman:** He was already... We found him as he was. It was Goblin, he was here. I swear just let us show you.

 _Kato looked to his partner for his opinion. For a short while Hornet did nothing, until he finally nodded at him and lowered his gun, causing Kato to do the same with his Nun-Chucks._

 **Green Hornet:** Where is he?

* * *

 _A short time later, after everyone had a change to clean themselves up, Spidey lead the Green Hornet and his partner towards where they found O'Brien. Once again Spidey was surprised; to see these two pay their respects to a vigilante despite the fact that they're criminals._

 **Spiderman:** Did you know him or something?

 **Green Hornet:** We've crossed paths before ... traded information.

 **Shadow:** To help with your own criminal operations no doubt.

 _Hornet merely glanced over his shoulder towards the Shadow._

 **Green Hornet:** You know nothing of my affairs.

 _He then moved closer to O'Briens body, closely examining every detail; his bloodied hands, the wounds on his chest, even taking care to search the inside of his jacket. After finding nothing, Hornet placed one hand on O'Briens face and slowly moved it from side to side, examining the injures._

 **Kato:** What is it Hornet?

 **Green Hornet:** His left eye is missing...

 **Swift Cloud:** He must have put up a fight like a Kilkenny cat?

 **Green Hornet:** In a way ... it was ripped out, it's consistent with the wounds around the chest and arms.

 _Hornet left O'Briens face alone and then lifted up on of his arms._

 **Green Hornet:** Look at the large number of heavy tearing and wounds under his forearms.

 **Kato:** What could have caused that?

 **Shadow:** Defensive wounds ... he used his arms to shield himself from his attacker.

 **Green Hornet:** Most likely.

 _He turned his attention towards O'Briens hand next. Spideys stomach churned a little as he saw how mangled and deformed it looked._

 **Spiderman:** What caused that?

 **Green Hornet:** I have a few ideas. Strange ... Something sharp made these injures.

 **Spiderman:** Blades?

 **Green Hornet:** No ... there aren't any clean cuts, there jagged and torn ... teeth or claws ... like some kind of animal.

 _A thought suddenly struck Spiderman._

 **Spiderman:** Wait, I saw claw marks in the bathroom as I came inside.

 _Hornet turned his attention sharply towards the masked teenager._

 **Green Hornet:** Show me.

* * *

 _Over the next few minutes Hornet examined the apartment's bathroom. When he was done, he led the group back into the lounge. Hornet had begun pacing around the room; thinking to himself, examining the surrounding, even lifting up bits of debris. It wasn't before long when the others started to get restless ... and Swift Cloud was the first to vent._

 **Swift Cloud:** While watching you ware out the carpets is a hoot an' all. Would you kindly let us in on your train of thought?

 **Kato:** Do not disturb Hornet when as he contemplates...

 **Green Hornet:** This is what happened; O'Brien was out during the night ... come back to find a group of Osborn's thugs lying and waiting for him.

 **Shadow:** Four of them ... Obviously.

 **Green Hornet:** Obviously.

 **Spiderman:** He was taken by surprise?

 **Green Hornet:** No ... Door was already open. They wanted him to know what was coming. O'Brien walked in ... locked the door behind him. They thought this would be an easy job, but O'Brien fought them back with ease.

 **Swift Cloud:** How did you figure that?

 _The masked investigator sniffed the air around him._

 **Green Hornet:** I can still make out the fait aroma of his smokescreen, also...

 _He crosses the room and picks up a cane from the floor, Hornet holds it up so all of them could see._

 **Green Hornet:** The handle of his cane is missing. As the Clock; O'Brien uses an assortment of gadgets to overwhelm his adversary's. His cane fires its handle like a projectile to immobilise thugs. Between this and his smokescreen, it would have been easy for him to take down a group of men in a space this size.

 **Kato:** But ... the damage to his apartment. This couldn't have been done in a controlled fight like you said ... its more chaotic.

 _Instead of answering his partner, Hornet looked over to Shadow who was just leaning back against the wall with his arms crossed._

 **Green Hornet:** I assume you're thinking the same thing.

 _ **(Spiderman) Oh if only this guy knew.**_

 **Shadow:** This mayhem wasn't caused by the scrap with the thugs.

 **Swift Cloud:** Huh?

 **Spiderman:** It was a distraction.

 _Hornet turned his attention onto Spidey now._

 **Green Hornet:** You're smarter than you look kid. Yes, it was all a misdirection, to lull O'Brien into a false sense of security. While he was busy with the thugs; something snuck its way through the hall behind him from the bathroom. When O'Brien was finished and his arsenal spent, he was ambushed. Thrown around like a rag doll before being dragged into the other room.

 **Spiderman:** Dragged?

 **Green Hornet:** Look at the scuff marks made by his shoes on the floor down the hallway. He struggled as his attacker dragged him into that room and...

 **Kato:** Murdered him!

 **Green Hornet:** No Kato ... worse.

 _Hornet had everyone's attention at this point._

 **Green Hornet:** The defensive wounds on his hands ... The claw and teeth marks ... chunks of O'Briens flesh ripped and torn apart, his eye included.

 **Swift Cloud:** You ... you don't mean...

 **Green Hornet:** He was sadistically tortured ... then devoured ... His assailant's a cannibal.

 _Silence gripped the room; once again Spidey looked like he needed a barf bag, Cloud had clasped her hands over her mouth in horror while Shadow acted like his usual detached self._

 **Green Hornet:** There's only one man who fits this kind of demented savagery; a sadistic freak who grew to love the taste of raw flesh ... Adrian Toomes.

 **Shadow:** The Vulture ... former Circus sideshow, now Osborne's personal assassin.

 **Spiderman:** First those Enforcers, then Hammerhead, now this Vulture. Goblin has got himself some serious muscle backing him up ... like he needs it though.

 _Spidey looked over to his current allies; Shadow and Swift Cloud, then towards Green Hornet and Kato ... reaching a decision._

 **Spiderman:** Join us.

 **Shadow:** What!

 **Swift Cloud:** You wanna run that by us again darlin?

 **Spiderman:** Whatever Goblin is planning ... it's big enough to start eliminating crime bosses and law enforcement ... too big for any of us to handle alone, trust me I know. With your help we might stand a better chance.

 **Shadow:** You want to stain our cause for justice by including the very scum we've sworn to fight against?

 **Green Hornet:** What did you call us Spooky?

 _Before he and Kato could react to Shadows insult, Spidey quickly got a word in._

 **Spiderman:** I don't know what you're all about Hornet. I've been told you're a criminal but you're clearly working against Goblin. Why else would you refuse his offer to join him? Why help us back at Coney Island? Why would you help out here with O'Brien?

 _While Hornet seems to ponder his decision, Spidey turns to address Shadow._

 **Spiderman:** And besides, who else is better to know about the criminal underworld than a crime boss ... right?

 _Shadow seemed unfazed by Spideys reasoning; however it didn't matter since Hornet makes his decision._

 **Green Hornet:** You're right kid ... This Osborne, or Goblin you call him, he's unlike anything Kato and I have met before. He needs to be taken down. And you seem to know him well so ... you can count me in.

 **Kato:** And where Hornet-san goes ... I to will follow Spider-san.

 _Hornet offers Spiderman his hands, which he accepts with great enthusiasm. Spidey looks over his shoulder to Cloud who gives him a warm smile of approval before turning his attention towards Shadow._

 **Spiderman:** Shadow?

 **Shadow:** I thought criminals were easy to understand but this Osborne is different ... and now he's crossed a line for which there must be retribution.

 _He calmly stands up from the wall he's leaning against and strolls over to Spidey and Hornet._

 **Shadow:** A temporally truce seems to be in order.

 _He offers the Green Hornet his and which Hornet hesitantly takes. As the two of them clasps hands, Spidey could feel the tension running high between the two. Their grips seem to tighten and they wouldn't stop staring at each other. Both Kato and Spidey offer each other concerning looks._

 _ **(Spiderman) Maybe you lot should give us a while. Give them a chance to air things threw ... or tear the whole building down around us.**_

* * *

 **A/N: Comment and Review**

 **Thanks**


	8. Past Reflection

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 8: Past Reflections**

 **New York – 2013 – Day**

 _Ever since coming across that strange article on the internet Ava has barley slept, barley eaten hasn't been to school or done any homework. All her time and attention has been focused on finding anything that even remotely references the mysterious "Spider of New York". Ava has searched nonstop for the past few days looking through the internet, vast databases and countless books hoping to find something that would lead her to Peter. Currently she's been in the Mid-Manhattan Library for hours now, sitting at one of the desks, alone and buried under piles of old news paper articles and volumes of books that she has collected. Having searched everything from old editions of the Daily Bugle, the New York Post and many others, Ava groans in frustration having not finding anything that could help her and just buries her head in her arms._

 **Ava:** This is hopeless.

 **MJ:** Need a hand?

 _Suddenly her head shoots back up and Ava looked over to see the happy go lucky Mary Jane Watson; Peters oldest and trusted friend, smiling down at her before sitting down next to Ava in the seat beside her._

 **Ava:** MJ? What are you doing here?

 **MJ:** I should be asking you the same thing? So this is where you've been hiding yourself, are you ok?

 **Ava:** I'm always ok.

 **MJ:** Sure ... Little Miss "plays by the rules" is totally being herself. So she attacks her friend in the corridor and mouths off to Principal Coulson in front of nearly the entire school.

 _Ava lets out a soft sigh and once again buries her face in her arms in a vain attempt to hide her humiliation._

 **Ava:** I wish you never saw that.

 **MJ:** So did I, look I know you got suspended for it and I understand why you did it.

 _She_ _puts her hand gently over Avas shoulder, causing the young Latina turn her head and notice the solemn expression on MJs face._

 **MJ:** I miss Peter too.

 **Ava:** You don't understand.

 **MJ:** Is that right? My best friend has been missing for over a week, no word or anything. You've done nothing but shunning everyone around you and hiding out in here. I know you cared for him, that you blame yourself... White Tiger.

 _Ava nearly choked as she heard MJ addressing her by her other name. She just stared at MJ with a stunned look, unable to think of what to say next. Eventually she could only muster up one word._

 **Ava:** How...?

 **MJ:** I'm a wannabe reporter remember? I noticed Peters little disappearances over the last few years, all the lame excesses that he came up with. So when he disappeared at the same time Spiderman did, it wasn't hard to put two and two together. And as for you ... well ... I couldn't help notice that you, Sam and the others bear a strong resemblance to those other heroes Spiderman hung around with.

 _All the time MJ was explaining herself; Ava couldn't help but feel foolish, she made sound as if it was all so obvious. But it seemed that realising that someone else knowing about her and Peter was all that she need to hear. It was as if all of a sudden the flood gates opened and Ava started to cry ... right in front of MJ._

 **Ava:** it's my fault, it's my entire fault. if I hadn't got so careless, he wouldn't have ... the things I said to him before...

 **MJ:** I'm sure it's not...

 **Ava:** It is, you see...after what happened, someone needed to tell his Aunt... so I ... said I would. I told her everything, about Peter ... Spiderman ... the team ... S.H.I.E.L.D. and what had happened. She didn't believe me at first but after I went and got his old web-shooters to show her...

 _She was starting to get more emotional so MJ wrapped her arm around her shoulders to give Ava more comfort. She took a moment to collect herself, then a deep breath before she continued._

 **Ava:** She blamed me for what happened ... that I should have done something and it was my fault she was now all alone... she screamed at me to get out ... I never saw her like that before.

 **MJ:** May only wanted to ease her own pain, finding something or someone to blame is the easiest way to do that and you were just unlucky enough to be in the line of fire. She lost her husband not that long ago, now with Peter dead...

 **Ava:** Peter's not dead.

 **MJ:** No, don't start doing that to yourself.

 **Ava:** No, you don't understand, that's why I'm here. Mrs Parker said I should have down something, so I'm doing it now, look at this...

 _Ava takes out her smart phone from her coat pocket and shows MJ the same article that she found online._

 **MJ:** "The Spider of New York" ... what does this mean?

 **Ava:** Listen, after what happened at the warehouse there was an anomaly left behind at the scene, it generated chronal displacement inertia, better known as "time particles" that some scientist believe is essential for time travel.

 **MJ:** ... Time travel?

 **Ava:** Yes ... plus I've never heard of this Spider before now. Don't you think it's a little strange that shortly after Peters gone I find this?

 **MJ:** You think that Peter travelled in time and this "Spider of New York" is actually him?

 **Ava:** Why else would I've been spending all my time in nearly every library in the city? I've been trying to find anything I can about the Spider, but nothing. I can't even find the stupid newspaper that the article mentions.

 _As Ava looks through the large stacks of newspapers she'd collected, MJ quickly looks back at the article, scrolling down the page towards the bottom to check its references and sources. Then suddenly a realisation hits MJ._

 **MJ:** Ava your really smart and everything but this time you've been bone dead stupid.

 **Ava:** Huh?

 **MJ:** The Daily Sentinel was an old Chicago newspaper.

 **Ava:** It Is?

 **MJ:** Yeah, I know because it was a long standing rival of the Daily Bugle well over 50 years ago. I think it closed down due to bankruptcy, so I doubt you'd find any copies of it here. In fact I can think of only one place you might find some

 **Ava:** Where?

 **MJ:** The Public Library ... in Chicago.

 **Ava:** Well, I guess I'm off to Chicago.

 _Just as she jumps off and out of her chair, MJ quickly gabs hold of Avas arm and pulls her back down beside her._

 **MJ:** You mean _**we're**_ off?

 _MJ smiles warmly at Ava, and for the first time this week, she smiles back._

 **Ava:** Fair enough, let's get going then.

 **MJ:** What ... now? I suppose we can get a train...

 **Ava:** Leave it to me. Just go home and I'll pick you up.

* * *

 **On route to Chicago – 2013 – Day**

 _Several hours' later, a S.H.I.E.L.D. fighter jet is flying over the state of Illinois, piloted by a very determined Ava and occupying the back seat, a very excited MJ._

 **MJ:** When you said you were going to pick me up, I didn't think you'd show up at my house in this! Where did you get it from anyway?

 **Ava:** S.H.I.E.L.D. Tri-Carrier, they have plenty to spare.

 **MJ:** And they just give you your own jet? That's amazing.

 **Ava:** What do you mean give me?

 **MJ:** Wait! Did you steal this?

 **Ava:** I borrowed it ... without permission. What? I plan to give it back.

 **MJ:** That sounds like something Peter would say.

 **Ava:** Yea, I suppose so.

 **MJ:** So I'm flying over the state line in a stolen government aircraft, piloted by a teenage superhero. And I can't say or report a single word.

 **Ava:** Welcome to my world.

 _At that moment a beeping sound is heard coming from the jets comm. Suspecting who it was likely to be, Ava activated it and wasn't surprised to hear the very angry voice of Director Fury echoing thought the cabin._

 **Director Fury:** Ayala! Would you mind telling me why you're piloting one of my jets without authorisation?

 **Ava:** You told me to take time to clear my head. So I'm going on a trip.

 **Director Fury:** I never said you could take S.H.I.E.L.D. technology for a joy ride! Get back here right now!

 **Ava:** Sorry Director but you're breaking up.

 _Before the Director could respond, Ava cuts him off and prepares to make her decent._

 **MJ:** Who was that just now?

 **Ava:** A one eyed troll.

* * *

 **Chicago Public Library - Chicago – Hours later**

 _Ever since they arrived at the Library, Ava and MJ have been search the archives with fierce determination , gathering old newspaper articles on anything that could have something to do with Peter._

 **MJ:** I've found some old Daily Sentinel editions, so what should we be looking for?

 **Ava:** Anything that mentions "The Spider of New York".

 _After about half an hour of intense searching, Ava leaves from her and MJ's little corner of the Library to try and find the information desk, thinking that she might get some help there. After a few minutes wandering the building, she finds it and approaches the receptionist on duty ... a grey haired old woman with spectacles._

 **Ava:** Excuse me, but to you have any more newspapers dating back to the 1930's?

 **Receptionist:** We may have some dated that far back my dear, are you looking for anything in particular?

 **Ava:** The Daily Sentinel? I'm researching masked heroes during the 30's. Partially anything that references anyone as an insect ... a spider maybe?

 **Receptionist:** A spider? I can't say that I'm familiar with anyone like that. Except that New York menaces that the Daily Bugle keeps going on about.

 _Without even noticing her claws extending involuntary from her hands, Ava bit her tongue at the receptionist's remark, and then took a deep breath before responding to the elderly woman._

 **Ava:** Thank you anyway.

 _Just as she turned round the receptionist and a thought and managed to stop Ava before she could walk away._

 **Receptionist:** Are you sure it's not the Hornet you're thinking about?

 **Ava:** The what?

 **Receptionist:** The Green Hornet dear. A bit before your time, he was a crime lord in Chicago during that era. I fact we do have a special collection of articles regarding him. Just give me a moment and I'll go get them.

 _After a few minutes, Ava had returned to her part of the library to find her research partner taking a quick nap on top of a pile of newspapers in their collection. Ava walks behind MJ and drops the Hornet collection right beside MJ's head, causing her to stir sharply and wake up._

 **MJ:** I'm awake! ... I'm awake!

 **Ava:** Have you ever heard of the Green Hornet?

 _MJ opened her mouth to answer her but instead stared at Ava with a very confused expression, as if she's trying to remember something from the back of her mind._

 **MJ:** I don't know... It sounds familiar I guess, but I can't seem to place it.

 **Ava:** I know what you mean...I feel like I heard it before, but I'm positive I haven't.

 **MJ:** Ok, well who was he?

 **Ava:** Apparently he was a masked man during the 30's and there's loads of stuff about him in the Sentinel. Look If Peter really was this "Spider" and knowing him he would have interacted with anyone who might have been able to help him. So maybe he and this Green Hornet crossed paths.

 **MJ:** I guess it's something to work with.

 _So over the next ten minutes, the two of them spent their time reading though this collection, until suddenly MJ makes a startling discovery._

 **MJ:** AVA!

 **Receptionist:** SHOOSH!

 **MJ:** (whispering) Sorry ... Ava look at this.

 _She passes Ava the copy of the Daily Sentinel that she was reading and after taking a minute to skim through the article MJ found, Ava's hopes were reignited._

 **Ava:** Daily Sentinel, 3rd of August 1936; "Green Hornet Road Rage". In the early hours of Tuesday 2nd a destructive high speed car chase took place, resulting in massive property damage and severe injuries. Reports from eyewitness accounts suggest that this was a result of feud between local gangs and the elusive Green Hornet, who was seen with his nameless enforcer and other masked accomplices, one described as "a dark shadowy figure" the another as "Spider-like" owing to eye witness claiming to have seen the accomplice in question "Stick" to the surfaces of vehicles travelling at 40mph... It's him! It's got to be him!

 **MJ:** What else does it say?

 **Ava:** Sources within the police department state that it's unclear whether this incident is related to recent sightings of masked individuals in New York. One officer claims that on the same night, his horse was stolen by a masked man in a "purple jumpsuit".

 **MJ:** Maybe there's one with a picture?

 **Ava:** He's alive, I knew it!

 _While Ava is trying to hold back tears of joy, MJ scrambles through the remaining collection until she finds exactly what she was looking for._

 **M J:** Ava ... Look at this!

* * *

 **A/N: Comment and Review.**

 **Thanks**


	9. Fly boy and the Grease Monkey

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 9: Fly Boy and the Grease Monkey**

 **New York City – 1936 – Day**

 _ **(Spiderman) Ok, so here's a quick status update from the era that brought you black and white films, the Charleston and the word "Mook". Of course you all know me; Peter Parker a.k.a. The spectacular, amazing, ultimate web-slinging hero you know and love ... Spiderman. See my life has recently been turned upside down ... After an epic and eventful battle with my arch-nemesis; The Goblin, I found myself trapped in, which turned out to be 1930's New York. Apparently Goblin has been here for roughly a year and already he has something planned. He's been working his way up the criminal underworld; murdering mob bosses, recruiting an army of thugs ... even arming them with technology that shouldn't exist yet. Needless to say the odds were a little against me.**_

 _ **(Spiderman) But luckily Goblin isn't the only one who can make some new friends. See, when I first arrived here I was rescued by a masked vigilante calling himself "The Shadow" ... real name: Lamont Cranston and I gotta tell you this guy is intense. He can "cloud men's minds" or something, meaning he can turn invisible, make illusions, read minds ... though he could stand to crack a joke now and again. Then there's Swift Cloud; she can move faster than my Spider-sense can keep up. This is useful when she's in a gun fight, I mean I've seen her take down more guys... whoa, whoa ... that nearly went somewhere awful.**_

 _ **(Spiderman)Then there's these two; The Green Hornet and Kato ... a pair of criminals from Chicago that Goblin tried to recruit. But apparently they don't see eye to eye and now they want to help us take Goblin down. However this might prove to be a little tricky, see Shadow and I had a few ... aggressive run-ins with them before, so Shadow and Hornet are a little edgy around each other. But nether less we've all banded together in a common goal; Stopping Goblin and hopefully I can find a way home ... oh yeah and apart from Shadow, no one knows that I'm from like 80 years in the future and I think its best we keep it that way.**_

 _ **(Spiderman) So what's the next step you might ask? Well after the whole "misunderstanding" at the late Brian O'Briens apartment, Shadow deduced that Goblin would have only sent his assassin called Vulture to murder him if O'Brien had evidence of Goblins plan. After an extensive search amongst the Clocks belonging, Green Hornet found a secret compartment behind a grandfather clock (Surprise, surprise) that contained all of O'Briens evidence ... including a file on Goblin. With it we were able to learn a bit more about Goblins hidden operations down in Mexico, his connections in Chicago and even a sample of a strange metal that O'Brien was able to recover from one of his investigations.**_

 _ **(Spiderman) Now our little group has split up; Shadow has gone to see one of his agents about the piece of metal while Hornet and Kato are trying to dig up more info on Goblins resources. What am I doing? Well since we'll be eventually heading to Mexico, the fastest way is by plane so I've been given the wonderful job of finding a pilot to take us there ... Do you ever get that feeling of being underappreciated? Well at least Swift Clouds with me... what ... what?**_

 **Swift Cloud:** Peter ... Peter ... Hey Addle-head are you even listening?

 **Peter:** Huh ... oh sorry?

 **Swift Cloud:** We're here.

 _If it hadn't been for Swift Cloud bringing him out of his daydream, Spiderman probably wouldn't have even noticed that their taxi had stopped and they had arrived at their destination. The two teens got out, leaving Shrewy to read his paper in the taxi and started to explore the Aerodrome that their wise cracking driver brought them too. Ever since early that morning; Spiderman along with Swift Cloud have been driven round the city, searching for a suitable pilot to recruit. The pair have been nearly everywhere but apparently skilled pilots were hard to come by. In the end their search led them to this small aerodrome on the outskirts of the city, along with the name of a pilot who might be able to help them..._

 **Peter:** Err ... Cliff Secord?

 **Peevy:** Huh?

 **Peter:** We're looking for Cliff Secord, I'm told he's a pilot round here?

 _Peter had approached the mechanic while he was working on the engine of a red_ _"_ _Travel Air Type R" racing airplane. When he got his attention, the mechanic couldn't help but be puzzled by Peters chosen attire._

 **Peevy:** You looking for a wake or something kid, what's with all the black?

 _Unfortunately for Peter, he didn't exactly bring a duffle bag with him with a change of clothes. So all he had to wear was his new 30's attire, as long as he doesn't wear the mask, wearing his trench coat and fedora made him passable amongst civilians._

 **Peter:** It's so that the dirt doesn't show, look is Cliff Secord here or not?

 **Peevy:** No need to blow your wig, he's over there in the hanger.

 _He points over in the direction of the nearby hanger where Peter could see a black and yellow "Gee Bee Model Z" Super Sportster placed right at the edge of the hanger's open doors. Its cock pit window is open and the teens could see someone inside leaning under the planes dashboard._

 **Peevy:** Hey Clifford, get your butt over here! Got a Crumb and a Dame looking for you!

 _Both Peter and Swift Cloud glanced at each other while a loud thud followed by a cry of pain was heard. Suddenly a short brown haired man in his mid twenties emerged from the cockpit, with one hand rubbing the back of his head. Next he leapt down onto the ground and starting walking towards the three of them. The young pilot was wearing a brown leather pilot's jacket and a pair of cream jodhpurs along with black boots. Even though it was the style of this era, Peter couldn't help but let out a quite chuckle at how odd this man was dressed._

 **Cliff:** Peevy, Why do you call me Clifford? You know I hate it.

 _The pilot turns his attention towards Peter and Cloud then politely offers them his hand._

 **Cliff:** You guys can call me Cliff. Don't mind Peevy here, he's not much for manners but he makes up for it as a mechanic.

 **Peevy:** Just don't flap your gums for too long, we got a lot more work to do if we want to be ready for the nationals.

* * *

 _The elderly mechanic then resumed working on the racing plane as Cliff led his guest over to a nearby office off at the side of the hanger. As the teens enter inside they couldn't help but notice all the photographs hanging on the walls around them. Most of them consisted of Cliff and Peevy posing in front of dozens of different makes of aircrafts while others were of pilots from decades earlier._

 **Cliff:** What can I do for you...? Hey you guys aren't representatives from the nationals are you?

 **Swift Cloud:** Do we look like you could be?

 **Peter:** I'm Peter Parker and this is Swi...

 **Swift Cloud:** Jackie.

 _Peter looked at her, wondering if that was indeed her name or just an alias. However she just gives him a small smile as she answers him once again._

 **Swift Cloud:** My names Jackie Kane.

 _ **(Spiderman) Ok ... maybe that is her real name.**_

 _Peter turns his attention back to Cliff who is leaning back on the office desk just behind him._

 **Peter:** As ... Jackie said; we're not here from the Nationals. Instead we're looking to hire a skilled pilot.

 **Cliff:** A job? What kind of job?

 **Peter:** We need someone to take a small group of us to Mexico.

 **Cliff:** A charter job? And you can't go to an airport because...?

 **Swift Cloud:** Look we need to get a wiggle on flyboy. Besides we also want to keep this little venture from reaching certain eyes and ears ... Savey?

 _Cliff looked like he was trying really hard to take in what Cloud was trying to tell him. Peter on the other hand was completely clueless._

 _ **(Spiderman) Jackies nice and all ... but is anyone else wonder what the heck she's taking about half the time or is it only me?**_

 **Cliff:** Oh I get it.

 _Cloud winks at Peter who couldn't help but smile at her, thinking she just won Cliff over ... unfortunately that wasn't the case._

 **Cliff:** Forget it.

 **Peter:** Huh ... Why not?

 **Swift Cloud:** You won't be out of pocket.

 **Cliff:** It's not about making a few extra bucks. I'm trying to make it into the Nationals in L.A. in a few months and I'm not going to risk that by doing a shady deal by a couple of grifters.

 _ **(Shadow) Grifters?**_

 **Swift Cloud:** There's nothing shady about this job.

 **Cliff:** Sorry Muffin, but I can think of only two sorts who'd want me to do a job like that: Grifters and G-men. And since you two are no way old enough to be Feds...

 **Peter:** Look we're not ... Grifters, we just need some help.

* * *

 **Outside**

 _Meanwhile ... back outside Peevy is still working on his racing plane, completely oblivious to the small group of sinister looking strangers walking up behind him. He drops his spanner and as he leans down to pick it up, a foot comes out from nowhere and stands on the tool. Peevy looks up to see that the foot belongs to a tall, lean man wearing a long black trench coat. He appeared to be in his mid thirties and sported sleek black hair along with a thin moustache and a monocle over his right eye._

 **Zemo:** Guten Morgen, Herr Peabody.

 **Peevy:** Hey! What's your problem buster?

 _Suddenly Peevy received a hard kick to the stomach by the tall man, causing him to roll onto his back. Next thing he knew, Peevy was being lifted up by the collar by another member of this group; a dark haired woman wearing a golden mask who then throws him into a sitting position against the plane._

 **Zemo:** Gently Fraulein Nefaria, ve don't want to cause any unpleasantness to our friend here.

 **Peevy:** Wha... what do you want?

 _The strange man kneels down beside Peevy and stares at him with a penetrating gaze as the mechanic desperately tries to compose himself._

 **Zemo:** Ze prototype ... Vhere is it?

* * *

 **Hanger Office**

 **Cliff:** Sorry kid but I'm not interested.

 **Peter:** Dude, we've been everywhere trying to find a pilot and you're literally the last guy on our list.

 **Cliff:** Then I guess you need to keep looking?

 **Swift Cloud:** Come on Darlin, this no count flyboy ain't worth barkin' at a knot.

 _Peter sighed and was about to agree with Cloud when all of a sudden he along with Cloud and Cliff heard a cry coming from outside._

 **Swift Cloud:** What the Sam-Hill?

 **Cliff:** That's Peevy!

 _Without a moment to lose, the pilot rushes out the door, leaving the two teens to chase after him. As the three of them make their way out of the hanger, they could see Cliff's friend being lifted up off the ground by a menacing looking man with his hand around Peevys throat. With him are a group of about a dozen trench coat wearing individuals, all watching their leader choke the life out of the elderly mechanic._

 **Cliff:** PEEVY!

 _His cry attracted the attention of the group threatening Peevy, especially their leader whom looks over and spots Cliff near the hanger and smiles._

 **Zemo:** Bring Herr Secord to me ... kill the rest.

 _His subordinates drew their wide variety of weapons, everything from pistols, shotguns and Tommy-guns which they either hid in their trench coats or kept in the violin cases some were carrying and began opening fire at Peter and Swift Cloud. In a flash Peter grabbed hold of Cliff and web-zipped the two of them back inside the hanger and out of the way of the incoming fire. While Cloud ducked into cover behind the hanger doors._

 _The gunmen advanced closer to the hanger while continuing to hurl a barrage of bullets in the heroes' direction. Though they were safely behind cover, everything inside was being torn to shreds, including Cliffs "_ _Gee Bee Model Z" However he couldn't care less about his plane, instead all he could think about was his friend in danger._

 **Cliff:** Those bastards have Peevy ... we got to help him!

 **Peter:** Don't worry, I'll get him.

 **Cliff:** Are you whacky kid? That's a lot of lead their throwing out there!

 **Peter:** Trust me. Jackie, you think you can keep these guys occupied?

 _She responded by drawing both her revolvers and twirled them in her hands before firmly grabbing hold of their hilts._

 **Swift Cloud:** Oh, I'll invite them to a dance, darlin.

 **Peter:** Just don't kill them.

 **Swift Cloud:** Hard to do when your shooting iron?

 **Peter:** Don't kill them! I'll be right back.

 _He then leapt up high onto the ceiling above him and crawled over to a nearby skylight before disappearing though it. Cliff was so amazed at what he saw Peter do that for a moment he completely forgot about the armed gunmen trying to kill them. He then looked over to the girl Jackie who seemed remarkably calm ... as if she was mentally preparing herself for something._

 **Cliff:** Are you alright...

 _In a split second, Cloud had broken from cover and aimed her own revolvers at their attackers. She ran from one side of the hanger towards where Cliff was, firing as she does so. As she ran out of bullets she dived into a rolling action and came back up, taking cover beside Cliff and reloading her weapons at the same time._

 **Cliff:** ... Doll?

 _Realising the gunfire had mysteriously stopped; he moved past Cloud then peeked his head out to see that more than half the gunmen are now on the ground, riving in pain as the remaining handful of them attended to the gunshot wounds in their comrade's arms and legs. Cliff stared back in bewilderment at the teenage cowgirl as she just grins back at him._

 **Swift Cloud:** Better than these hard cases will be?

 _Amongst the gunmen still standing, the golden masked women broke off from her group and walked towards the open hanger doors. She stopped a few yards away before calling out to her prey in a thick Italian accent._

 **Madame Masque:** Come on out little "Cagna" and we'll settle this like women.

 _Cloud takes a deep breath and is about to step out from behind the hanger doors before being stopped by Cliff._

 **Cliff:** She's just baiting you.

 **Swift Cloud:** This ain't my first rodeo flyboy ... here take this.

 _She offers him one of her revolvers._

 **Swift Cloud:** Just in case.

 _The pilot takes the revolver and Cloud walks out from their cover until she's standing directly opposite her masked challenger. Cloud looked around and noticed that the other gunmen that she didn't shoot weren't in sight. But that didn't matter to her; her attention was entirely focused on the golden masked women standing several feet away from her._

* * *

 _Meanwhile, after escaping through the skylight, Peter moved swiftly across the roof and down onto the ground outside. He snuck his way quietly past the gunmen attacking the hanger, using his amazing speed and reflexes to navigate his way through the aerodrome without being seen and towards the spot where the mechanic Peevy and the mysterious leader stood._

 _As Peter got closer, he watched as Peevy was being dragged away to the nearby parking lot by his captor and followed them. He then saw the mechanic being slammed up against one of the parked vehicles and being interrogated._

 **Zemo:** I suggest you tell me what I want to know before I have to do something that I might ... enjoy.

 _He smiled menacingly at Peevy who was shaking franticly at the thought of what this man might be thinking. But then he heard a familiar voice coming from right above them, and as he and the tall German looked, Peevy saw that strange kid dressed in black, on top the roof of the car he was pinned against in a crouching posse._

 **Peter:** You know people are gonna talk when they hear you were all alone with some old guy in a parking lot ... especially with that silly moustache.

 _The German suddenly let go of Peevy and drew a pistol from his coat. But before he could do anything else, Peter had spun round and kicked the pistol out of his hand, hurling it across the parking lot and disappearing under a car._

 **Peter:** Now that wasn't very friendly was it...? OH BOY!

 _Before he could finish talking, his tall opponent had opened up his coat and unsheathed a fancy looking Rapier sword that he concealed underneath. He then lashed out at Peter with his blade but fortunately, Peter was able to back flip out the way and land on the other side of the car opposite the German._

 **Zemo:** You American, Schweinhund!

 _ **(Spiderman) Is it only me, or is that just the coolest sounding German word ever?**_

 _Peter once again leapt out the way of another strike from his attacker's sword and landed beside another parked vehicle. For the next few minutes Peter just keeps ducking and leaping out of the way of the Germans attacks amongst the surrounding parked vehicles, hoping to tier him out. Unfortunately his opponent's stamina is very impressive, able to keep going for a very long time. The German lunged at Peter with his sword extended, but Peter quickly opened the driver's door of the car next to him._

 **Peter:** Let me get that for you.

 _His attacker's weapon smashed right through the glass window, along with his arm. He whinged at the pain, but then Peter flipped up onto the roof of the car and fired a web-line at the door._

 **Peter:** Mind the door.

 _He then yanked the web-line and slammed the car door shut, wedging his opponents arm in the process. The German cried out in pain and dropped his sword on the ground, while Peter flipped back down and landed in front of his opponent._

 **Zemo:** Insolent boy ... I am Heinrich Zemo; 12th Baron of Zeulniz and I will not be bested by mere child!

 _With his free hand, the German pulled a knife from out of nowhere, but luckily Peters Spidey-Sense kicked in and he immediately fired a shot of webbing at his opponent's hand, He ensnaring it against the side of the car and finished his opponent off by punching the guy in his stomach._

 **Peter:** Now, now ... you can hurt yourself playing with sharp objects. You just wait here and we'll have a little talk later.

 _Peter leaps away, leaving the winded swordsmen stuck to the car while he makes his way over to Peevy._

 **Peevy:** That was...

 **Peter:** Praise and thanks later. Get yourself somewhere safe, I need to go help our friends.

* * *

 _Back at the hanger, Cliff was watching Swift Cloud as she walked out to face the masked women when suddenly he heard a loud slamming noise coming from behind him. He looked round and saw the remaining gunmen burst through one of the hangers rear doors and swarm inside. Clearly they snuck round the back of the hanger in the hopes of surprising their target._

 _Luckily Cliff was ready and fired a few rounds of his revolver at the gunmen as he ran for cover behind some crates. He managed to clip one of them in the shoulder and forced the rest of them to take cover. Unfortunate he didn't have much ammo, so he had to use it sparingly, taking the occasional shot while the gunmen fired relentlessly in his direction as they cried out..._

 **Hydra Agent 1:** Cut off one head, two more take its place!

 **Hydra Agent 2:** Hail Hydra!

 _The young pilot leaned out from behind the crates and shot one of the gunmen in the chest._

 **Cliff:** Hydra ... Damn it, I hate these guys.

 _He only had one more bullet left, so he needed to make it count. Cliff broke cover once again and before he could fire his last shot, one of the gunmen had managed to get close enough to Cliff that he used his shot gun to smack the revolver out of the pilots hand then knock Cliff to the ground with a well placed kick to the leg. The gunman stood over Cliff and aimed the barrel of his shotgun right down at Cliffs face._

 **Hydra Agent 1:** Don't move!

 _Suddenly he was interrupted by a web-line ensnaring around his shotgun from out of nowhere and having it yanked out of his hand. The gunman looked round and saw Peter perched upside down on the hanger ceiling and whip the web-line at the other gunmen, hitting one of them with the shotgun then swung down and knocked another one to the ground. While the gunman was momentary distracted, Cliff took the opportunity to quickly get up and tackle this opponent to the ground. They scuffled for a bit, throwing punches here and there until Cliff got the upper hand and eventually knocked the gunman unconscious._

 **Cliff:** Lousy Kraut...

 _After he was done he looked back up to see that Peter had finished off the remaining gunmen, rounded them up and left them all webbed up to one another in the centre of the hanger. Cliff got to his feet and walked over to Peter, admiring his handiwork._

 **Cliff:** How did you...?

 **Peter:** All in a day's work.

 **Cliff:** A day's work?

 **Peter:** Well ... no, work suggests I'd get paid for it. So it's more of an "all in a day's voluntary assistance".

 _Cliff could do nothing more than give Peter a puzzled look before adding..._

 **Cliff:** You're a little off the cob kid ... but your aces in my book.

 _ **(Spiderman) Still getting use to the lingo but I think that was a complement ... right?**_

 **Swift Cloud:** Well ... nice to see you city slickers getting along like a two bulls in a field.

 _The two of them look round to see Cloud leaning against the hanger door before walking over to them._

 **Swift Cloud:** You cleaned up in here nicely.

 **Cliff:** What happened with that whacky dame outside?

 **Swift Cloud:** You mean that old crowbait?

 _She thought back to that sweet moment when she humiliated that masked bitch. As she drew one of her pistols, Cloud hand already shot it out of her opponents hand before she could even aim it. Then the masked woman reached for the pistol strapped to her other leg but Cloud instantly shot it clean out of the holster before she could grab it. Before the masked woman realised what was happening, Cloud had already fired a third shot right between her eyes. Luckily for her, her golden mask was bulletproof so she only got knocked off her feet._

 _As she looked back up, she just watch Swift Cloud twirl her revolver in some fancy motions before aiming her weapon right back at her. She was expecting Swift Cloud to finish her off, but instead all she did was the unmistakeable clicking sound with her mouth, gesturing for her to "get lost", which she eagerly done so._

 **Swift Cloud:** She thought herself a real quick draw ... but she couldn't shoot centre to save herself.

 **Peter:** I bet she couldn't. So who were those guys?

 **Cliff:** It's a long story ... Wait is Peevy ok?

 **Peevy:** I'm ok Cliff.

 _Cliff looks over Peters shoulder to see Peevy hurrying through the hanger doors. Relived, Cliff ran over to check on his friend, followed closely by Peter and Cloud._

 **Cliff:** Peevy! Thank god, they didn't hurt you did they?

 **Peevy:** They were going to, but the kid here saved me. But I saw that crazy dame in the mask get into a van, and then she went to get that Kraut friend of hers with the monocle before driving off.

 **Cliff:** Well they're gone now.

 **Peevy:** I think we'll be seeing them again soon than we'd like. Cliff, they wanted ... the thing.

 **Peter:** The thing?

 **Cliff:** Aw, that's not good.

 **Peter:** What's the thing?

 **Cliff:** It's this ... thing ... Peevy and I have been working on for a while.

 **Peter:** They want the thing?

 **Peevy:** It's a long story kid. Listen, thanks for... Oh no ... Look what they did to Jenny!

 **Swift Cloud:** Who's Jenny?

 _Both Cliff and Peevy moved past the two teens in order to examine the large pile of scrap which use to be the_ _Gee Bee Model Z, now riddled with bullet holes, wings busted and its cockpit engulfed in a small fire._

 **Cliff:** DAMN IT!

 _He kicks some of the debris as Peevy continued to examine the wreckage, hoping to salvage something._

 **Peevy:** It's ... its scrap. She was supposed to take up to the finals. It'll cost us a fortune to get her ready in time.

 **Cliff:** Where are we going to get that kind of money?

 _Peter then coughed, very loudly and obviously so that Cliff and Peevy would turned and face him. Then both Peter and Cloud started to whistle nonchalantly, hoping that Cliff and Peevy would get the message. Thankfully it didn't take them too long._

 **Cliff:** Soooo ... What was this job again?

 _ **(Spiderman) And all it took was a couple of bad guys, some guns and a blown up plane ... Wonder if it was this easy for the other guys.**_

* * *

 **A/N: Comment and review**

 **Thanks**


	10. In-Flight Terror

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 10: In-flight Terror**

 **New York – 1936 – Morning**

 _After the whole ordeal at the aerodrome, both Spiderman and Swift Cloud were taken back to the Sanctum so they could make preparations for their mission to Mexico. When Spiderman got up the next morning he received a message from the Shadow; instructing him that a car will come to pick them up to take them to_ _Idlewild Airport in an hour. So the two teens dot ready and waited along the theatre district until they were eventually picked up by Green Hornet and Kato; in Hornets luxurious 7 seat limousine. Throughout the trip, Swift Cloud couldn't help but be awestruck by the motor while Spiderman and Green Hornet caught up._

 **Green Hornet:** What's the world coming to? First Goblin rising up the criminal underworld, now we've got Nazis in our own back yard.

 **Spiderman:** Not exactly, they're called Hydra; a terrorist-military group bent on world domination ... really bad guys.

 **Green Hornet:** I think you've got your facts mixed up there kid. According to some contacts of mine in Europe, Hydra's some kind of Nazi science division. Headed up by some guy called ... Schmite or Schmid...

 **Spiderman:** These guys are some serious players; some of the most advanced tech ever seen and the guys working for them are some of the most dangerous in the world.

 **Green Hornet:** But want would they want with a pilot here in the U.S?

 **Spiderman:** Apparently he has something they want and that's not a good thing.

 **Green Hornet:** Interesting ... what could it be? Well we can't worry about that now; we need to focus on Goblin. This Hydra isn't our problem.

 _ **(Spiderman) If only he knew**_

 _As the masked gangster pondered on this new information, he was momentary distracted by Swift Cloud. The young girl couldn't sit still for a moment, caressing the seats, gazing out of the window and even eyeing up the small mini-bar installed inside._

 **Green Hornet:** So Cloud, is this your first time riding in a limo?

 **Swift Cloud:** Boy Howdy! This thing's the cow's milk.

 **Green Hornet:** It's a Cadillac V16 Series 452 ... a Madam X.

 **Spiderman:** Even I got to admit, these classic cars are just awesome.

 **Green Hornet:** Classic? It's brand new.

 **Spiderman:** Uh ... I mean ... it's nice enough to probably be a classic, someday ... in the future.

 _Hornet couldn't help but be puzzled by the strange remark but chose to shake it off just as Kato calls back from the driver's seat._

 **Kato:** If you think this one's nice, then you should see our other one.

 **Swift Cloud:** You got a ride more highfalutin' than this one?

 **Green Hornet:** Oh Yeah ... she's a really beauty.

 **Kato:** Boss, we're here.

* * *

 _Spiderman took a look outside of the window and saw them driving up to the gates of the airport he came to know as JFK or as it was known now ... Idlewild Airport. The limousine stops just at the gates of the runway; shortly a guards stationed there approached the diver's window._

 **Airport Guard:** Sorry sir, but this area's off limits. I'm going to need you to turn round and...

 **Green Hornet:** Kato?

 _The chauffer nodded at Hornet then looked over to the guard._

 **Kato:** "The Sun is shining".

 _Suddenly the security guard expression just froze and just stared at Kato wide-eyed. He then leaned in to whisper to Kato and when he spoke the tone of his voice changed from authorative to one of subservience._

 **Airport Guard:** "But the ice is slippery".

 _He then gave Kato a quick nod before calling over to his fellow guard._

 **Airport Guard:** Open the gates ... let then through.

 _The gates to the airports runway were opened up by the guards, allowing the group to drive through and right into the heart of the airport._

 **Spiderman:** What was that you said?

 **Green Hornet:** Just something Shadow said would get us through. He does seem to love the theatrical just a bit too much.

 **Spiderman:** That's convenient, lucky customs aren't as strict here as they are back home.

* * *

 **Cutaway**

 _In a line at an airport, Chiby versions of this group of vigilantes are walking in a line, right past a security guard. All were carrying animatedly larger versions of their weapons while the guard remains oblivious, saying "next" each time. That is until he gets to Chiby Spidey._

 **Airport Guard:** Hold it there!

 _He and a few other guards from nowhere pile on top of Chibi Spidey and start beating him with their batons._

 **Chibi Spidey:** OW! HEY! COME ON!

 **Cutaway ends**

* * *

 _Their limo was now driving up to a nearby passenger plane parked on a secure runway, no other planes and vehicles around with the exception of a single car nearby. As Spiderman looked out of his window, he could see that standing beside the other car was the Shadow and another man he didn't recognise; he was middle aged with light brown hair, a thin moustache. He wore a simple three piece suit along with a fedora and a pair of spectacles. The two of them were just finishing up their conversation as the teams limo parked several feet away from them._

 **Fellows:** I'm sorry I couldn't get you anymore.

 **Shadow:** It will suffice for now. Maybe one of my associates has uncovered something that can fill in the blanks.

 **Fellows:** Want me to keep digging?

 **Shadow:** No, you've done your part Mr Fellows. Go and await further instructions.

 **Fellows:** If you say so boss.

 _He tipped his hat at Shadow and gets into the car next to them. He quickly drives off down the runway, leaving the Shadow to greet his comrade Green Hornet as he steps out through the limos door that's being held open by Kato._

 **Shadow:** You're late! Mr Secord has already arrived so hurry up, we don't have much time.

 **Green Hornet:** Good Morning to you to Spooky.

 _Shadow doesn't even respond, but merely walks over to the stairs and climbs aboard the plane while the rest of the team exit the limo. Spidey followed by Swift Cloud had climb up the stairs to board the plane. While back at the limo Kato takes out a brief case from the trunk and is just about to join them before being stopped by Hornet._

 **Green Hornet:** No Kato, I need you to go back to Chicago.

 **Kato:** What! Why Boss?

 **Green Hornet:** If the both of us go who will be left to keep an eye on our operations. Also since Paul Ricca is out of the picture, the main players back home will no doubt be readying for a turf war. I need you to make sure that the Green Hornet isn't out of the loop.

 **Kato:** This isn't right boss ... But I will do as you ask.

 **Green Hornet:** Thank you Kato.

 _The two of them shake hands and Kato gives Hornet the briefcase before he gets on the plane. Kato takes one last look then gets back in the limousine and drives away._

* * *

 _Meanwhile, parked a good distance away from the runway; Claude Fellows is leaning against the hood of his car and watching as the plane makes its way down the runway and takes off into the sky above. He then casually walks round to the back of his car and opens its trunk._

 **Fellows:** I know he doesn't show it, but the Shadow actually has an honourable side to him. He'd protect and fight alongside anyone lucky enough to work with him. In a way I admire that ... which means...

 _He reaches into his inside coat pocket and pulls out a "silenced" revolver, then looks down at the identical Claude Fellows; stripped bare along with being tied and gagged in the trunk of his car._

 **Fellows:** You must be one of the unlucky ones.

 _He fires multiple rounds into the chest of his doppelganger before closing the trunk and making his way back to the front of the car and getting into the driver's seat. He then stares into the review mirror for a moment then raises his hands to cover his face and slowly "moulds" it like it was made of clay. When he was done, he looked back into the mirror; Fellows was gone, leaving the reptile-like features of the Chameleon staring back at him._

 **Chameleon:** Objective completed.

* * *

 **On route to Mexico – An hour later**

 _The team are sitting in their seats; Spiderman looks over to see Swift Cloud gawking all around her in every direction, making it clear to him that she's never been on a plane either. The Shadow is occupied with a glass of bourbon while Horner is examining the contents of the briefcase Kato had given. Eventually Spidey gets out of his seat and makes his way to the front of the plane towards its cock pit, where he finds Cliff Secord piloting the plane._

 **Spiderman:** So Cliff ... how's Peevy holding up?

 **Cliff:** He's fine. You spooky friend with the scarf promised to keep him safe while I'm here.

 **Spiderman:** Oh ... well that's good. So how much longer till we reach Mexico?

 **Cliff:** Not that long. Just relax back to the cabin, make yourself comfortable and enjoy the ride.

 _He gives Spiderman a cocky smile so Spidey simply nods and gets up to leave. However as he walks past Cliff, Spiderman stumps his foot on something. He looks down and notices a large leather bag sticking out from under Cliff's seat._

 **Spiderman:** Hey, what's this?

 **Cliff:** Hmm?

 **Spiderman:** What's with the bag? Thinking on doing more than just fly us around?

 **Cliff:** What, that? No that's ... that's ... something Peevy gave me to look after. After those bozos showed up at the aerodrome ... well you can never be too careful.

 **Spiderman:** Wait; is that the thing you two were talking about?

 **Cliff:** It doesn't concern you kid!

 **Spiderman:** Alright, alright ... no touchy the bag, got it.

 _He leaves Cliff along and makes his way back inside the planes cabin. When he sits down, Hornet takes out some dossiers from inside his case and begins handing them out to the rest of the team._

 **Green Hornet:** Before we get to Mexico, its best that we compare notes. With the help of a few contacts of mine I've been able to compile a dossier on some of Goblins henchmen.

 **Spiderman:** I still find it hard to believe that Goblin has Henchmen. He usually prefers to work alone.

 **Shadow:** Most likely he's been trying to keep a low profile. While using others as proxies to carry out his orders, amongst other unpleasant work.

 **Green Hornet:** As the pot said to the kettle.

 **Shadow:** What was that?

 **Green Hornet:** Moving on; this collection of charming faces act as the Goblins lieutenants. They've often been referred to as "The Enforcers"

 **Spiderman:** That's actually a pretty good name. You know we should have a name too...

 _Everyone stares blankly at Spiderman._

 **Spiderman:** Shutting up now.

 _Shadow merely rolls his eyes while Swift Cloud smiles and giggles quietly to herself._

 **Green Hornet:** As I was saying ...These Enforcers act as his main muscle. Some of them were recruited from that old carnival on Coney Island. This guy we've already met; Joseph Lorenzini AKA **Hammerhead**. This one's Goblins right hand man, born with a deformed head and a flat but very thick skull, he used to work as a circus freak as "The Human Bulldozer". As we've seen he's proficient in wielding duel Thompson sub machine guns.

 **Shadow:** He's ruthless, but hot-headed, had to learn that the hard way.

 **Green Hornet:** I suggest you remember the face of this next one, we've seen his handy work first hand. Adrian Toomes, AKA **Vulture** ; former circus freak turned hitman.

 **Swift Cloud:** Poor Brian.

 **Green Hornet:** I've learned that as a child he lived in a cage, feeding on chicken heads which lead to his preferred method of killing. Don't let his fragile frame fool you, he has impressive agility.

 **Spiderman:** I guess he's a lot stronger than he looks.

 **Green Hornet:** Now I couldn't get hold of a picture of this guy; Dmitri Smerdgakov, also known as **The Chameleon**. He's a former Coney Island freak, with the ability to alter his facial features to imitate any individual by the use of clay-like malleable features.

 **Shadow:** Impressive, see why a photograph would be next to worthless, not much else on him. He'll be a slippery one to bring to justice.

 _ **(Spiderman) Sounds like somebody has a man crush.**_

 _ **(Shadow) You know I can hear you?**_

 **Green Hornet:** These three here were known as the original Enforcers before Goblin took over and brought in the sideshows: Raymond Bloch – **Ox** , has abnormal strength and durability, Daniel Brito – **Fancy Dan** , grew up in Brooklyn and has great proficiency in Judo and Karate, and lastly Jackson W Brice – **Montana** , grew up in Bozeman and is talented in the use of a larias. But to be honest, we shouldn't have too much trouble with these guys. They're not exactly the sharpest tools in the shed.

 **Swift Cloud:** How come?

 **Green Hornet:** Let me put it this way; A few years ago, apparently some guru claimed that the world would end within a month and Fancy Dan bet a thousand dollars that it _**would**_... and he's considered the brains of the trio.

 **Spiderman:** So no threat there.

 **Green Hornet:** Now this last one is possibly the most dangerous of the group. A Miss Heidi P Franklin but her stage name was **Pretty Persuasions**.

 **Swift Cloud:** Stage name?

 **Green Hornet:** Not much is known of her history, but she fits the description of an exotic dancer of the same name in New York. Apparently she can "Stimulate a person's pleasure centres"

 **Spiderman:** What the hell does that even mean?

 **Shadow:** It means she can excite, as well as increase the erotic urges and sexual desires of others by way of Psionic energy.

 **Green Hornet:** She uses this ability to seduce and control other people, usually men. In addition she can create many kinds of psionic energy weapons; her trade mark is a whip.

 **Spiderman:** So she could take control of any of us.

 **Swift Cloud:** Don't worry darlin', I'll keep an eye on you. Besides I know her type.

 **Shadow:** Don't waste breath on hypothetical's and focus on our mission across the boarder ... there, a great many things unseen may be brought out of the shadows and into the light.

 **Swift Cloud:** Pardon?

 **Shadow:** Each of us has learned something of the forces we face in our investigations. Pieces of a puzzle that we need only assemble.

 **Green Hornet:** Ok Spooky ... what did you learn?

 **Shadow:** My agents have been spread far and thin to uncover information on Goblins operations. Most were a red herring, but eventually something was caught in my net.

 _Suddenly Spiderman noticed that something was beside him, so he looked round to see Swift Cloud sitting in the seat next to him before leaning in close to whisper in his ear._

 **Swift Cloud:** Where did you dig up this Carnie?

 **Spiderman:** He followed me home one day and decided to keep him.

 _Cloud couldn't help but let out a loud chuckle, which attracted the attention of everyone in the cabin. Spiderman also noticed Shadow glaring at him._

 **Spiderman:** Sorry...

 **Shadow:** As I was saying ... one of my agents was able to identify the strange metal that we retrieved from The Clock's apartment.

 _He reached into his coat and pulled out the very chunk of metal he was referring to._

 **Shadow:** Bronzium ... It was believed to exist because of the rather large gap between two known elements in the Periodic Table indicating there had to be some unique molecular combination that spanned the two elements; so much of the probable properties of bronzium could be extrapolated by comparing properties of the two surrounding elements. But since bronzium had never been found in nature, all the knowledge that exist was pure speculation and extrapolation ... until now.

 **Spiderman:** In Mexico?

 **Shadow:** Indeed ... My agent went on to explain that the Mayans curvetted Bronzium, believing it to be the body of the gods, the foundation of the world, the element for which the very universe was formed from. Men who possessed this metal could conceivably wield great power, the very power of the gods themselves.

 **Green Hornet:** Your saying this Goblin is trying to obtain the power of the gods ... You'll understand if I choose to be a little sceptical on that.

 **Shadow:** It matters not if it's true; our enemy wants to obtain this Bronzium for his own maniacal purposes. It is up to us to ensure that the Goblins plan fails and justice is done upon him.

 **Green Hornet:** Yeah you do that.

 _Hornet looks behind him and calls over to their pilot._

 **Green Hornet:** Cliff! How much longer?

 **Rocketeer:** Not much longer now, less than an hour if we don't encounter turbulence.

 **Spiderman:** I'm bored! No in-flight movie or even complementary peanuts.

 **Shadow:** What do you think this is ... a vacation?

 **Spiderman:** My vacations usually involve a life or death scenario alongside masked heroes, filled with bumps, bruises and witty one liner's. So yeah ... pretty much.

 **Shadow:** (Sighs) check the back.

 _The teenager gets up and heads to the back of the plane. He spends a few minutes in the small storage area looking for a snack of some his search he couldn't help but be fascinated by all the "dated" snacks he found;_ _Fritos, 3 Musketeers, Ritz Crackers, Frito corn chips, 5th Avenues, and Lay's Potato Chips_ _were a few to mention._

 _ **(Spiderman) You know ... i**_ _ **f you judged the 1930s by its snacks alone, you would have no idea that the economy was down the... hey what's this?**_

 _While opening one of the cupboards, Spiderman came across a medium sized package. Wrapped in brown paper and tied with twine, this peculiar package was tucked away at the back away from sight. Curious, Spiderman shook it while holding it up to one ear but heard nothing. Undeterred by this he carried it back to the cabin so he could show his team._

 **Spiderman:** Hey guys, do any of you know what this is?

 **Green Hornet:** I've never seen it before ... where'd you find it?

 **Spiderman:** In the back ... Sure it's not yours; Shadow ... Cloud?

 _Swift Cloud merely shakes his head whereas Shadow stares at the strange package Spidey was holding with a look of alarm before snapping at him._

 **Shadow:** Spiderman ... give it to me now!

 **Spiderman:** Huh...?

 _ **(Spiderman) Spidey sense! Oh you cannot be serious...**_

 _With no other warning, the package had suddenly exploded as black, slimy tentacles bust opened from within and started thrashing about uncontrollably._

 **Spiderman:** Venom?!

 _ **(Spiderman) See ... now it's a vacation.**_

 _The Symbiote concealed inside then burst out into the cabin and lunged towards Green Hornet, but before it could reach him Shadow managed to tackle Hornet out of the way just in time for the Symbiote to pass by them by mere inches and latch itself to the wall behind them._

 **Cliff:** What the hell is that racket back there?!

 _As the Symbiote starts to take form and lash out with its growing tentacles; smashing chairs, lights, anything it could reach, Swift Cloud draws her revolver and takes aim._

 **Shadow:** Don't be stupid girl! We're in a confine space!

 _The Symbiote knocks Clouds revolver clean out of her hand with one tentacle and smashes her in the stomach with another. Spiderman catches her before she could hit the floor, but then throws the both of them to the ground in order to avoid the frenzied thrashings of the Symbiote._

 **Swift Cloud:** This ain't how I imagined my first flight!

 **Spiderman:** First times always the worst...

 _Next, he fired a shot of webbing at Cloud ... pinning her to the ground._

 **Swift Cloud:** What in tar nation are you doing?

 **Spiderman:** Something incredibly stupid and reckless ... even by my standards.

 _Spiderman then raised his head high to see Shadow and Hornet tacking cover behind some of the cabins seats. He quickly aimed his web-shooter and fired several shots of webbing, ensnaring one of each of the masked men's exposed hands to the seat._

 **Green Hornet:** Did you just...?

 **Shadow:** Shut up and hold tight!

 _After securing his team mates, Spiderman fired a web-line at one of the seats and used his super strength to tear the seat off its hinges and fling it over his head to strike at the planes exit hatch. The sheer force was enough to smash the door wide open and with that the cabin decompressed causing anything that wasn't bolted to the floor to be sucked through the open hatch. Thankfully Spidermans quick thinking prevented the team from flying out through the hatch themselves._

 _Unfortunately due to the debris flying all over the place, something hard hit Shadow on the back of his head, making him lose his balance and be caught in the powerful draft of wind. He held on for as long as he could but suddenly the webbing keeping him in place started to come lose. Soon the webbing snapped and Shadow thought it was his end, but before he was thrown out, Hornet quickly grabbed Shadow with his free hand._

 **Green Hornet:** Got Ya!

 _The plane continues to shaking violently as Cliff is desperately attempting to keep them airborne._

 **Cliff:** Where losing altitude!

 **Spiderman:** Keep her steady!

 _Cliff does his best not to lose control but it's not an easy task, thankfully Spidermans plan seems to be working. The Symbiote is slowly being drawn towards the open hatch, franticly screeching and lashing about as it mindlessly continues to attack the cabins occupants._

 **Spiderman:** Almost ... there!

 _The moment the Symbiote reaches the hinges of the hatch way, Spidey fires his "tazer" webbing straight at the black goo. As he hits his intended target, he sends a shock of 10,000 volts of electricity through the Symbiote. It was enough to make the creature lose its grip and hurtling out the open hatch. However before Spiderman could use his web-shooters to close the hatch again, an enormous black tentacle reached back into the cabin from outside, grabbed the teenager by the leg and yanked him right out of the plane._

 **Swift Cloud:** PETER!

 _The plane started to level out once again as Cliff managed to regain full control, so Cloud took this chance to cut through the webbing pinning her down with a concealed knife. She carefully approached the open hatch and held on tight as she struggled to poke her head outside ... fearing the worst. As she managed to do so, Cloud could just make out that the Symbiote was stuck to the rudder of the plane and it held Spiderman with a slimy tentacle, daggling him over the empty sky like a kite caught in a strong draft. She then came back inside and ran up through the cabin, passing Hornet and Shadow who were recovering from the whole ordeal and entered the cockpit to alert Cliff._

 _ **(Spiderman) Now I know what a kite feels like.**_

* * *

 **Swift Cloud:** Cliff!

 **Cliff:** Is everyone alright back there?

 **Swift Cloud:** No, we have to do something ... that ... thing has Peter.

 **Cliff:** Where?

 **Swift Cloud:** Out there!

 **Cliff:** Say again?

 **Swift Cloud:** He's dangling outside! Can't we land this thing?

 **Cliff:** There's a group of islands coming up but it'll take time...

 **Swift Cloud:** Peter doesn't have time! He'll die if we don't hurry.

 _The young pilot's mind was racing, thinking desperately how he could help the boy. Then suddenly he remembered his leather bag concealed under his seat. Reaching his decision, he unbuckles himself and carefully gets out of the pilots chair while gesturing Cloud to take his place._

 **Cliff:** Park your buns here and keep us level.

 **Swift Cloud:** What are you going to do?

 **Cliff:** I'm going to get Peter.

* * *

 _While outside, Spiderman is grateful that the Symbiote hasn't let him go ... yet. But he continually fires his electro-webbing at the big glob of goo in the effort to save his new friends. But he's finding it a little tricky to aim while dangling thousands of feet in the air at high speeds. He points his web shooters at it, only to have it lash out a tentacle at him. He avoids it and fires more of his electro webbing at the Symbiote. This time he hits its target and sends another electrical current through the creature._

 _ **(Spiderman) Lucky I still have some of my S.H.I.E.L.D. tech.**_

His efforts had weakened the Symbiote enough for it to lose its grip on the plane's rudder. Unfortunately Spidey didn't take into account that the Symbiote was the only preventing him from falling to his death.

 _ **(Spiderman) Wow ... I really didn't think this through?**_

 _Next thing he knew, both him and the Symbiote are falling rapidly in the middle of the open sky. Thinking quickly, Spidey attempts to activate his web-parachute ... to his horror nothing happened. He soon realised that he ran out of web-fluid, and gazes downwards to the long decent awaiting him._

 _ **(Spiderman) Oh ... Cripe...**_

 **Spiderman:** AHHHHHHHHHHHHH!

 **Cliff:** SPIDER!

 _Suddenly Spiderman feels something catching him by the waist, ceasing his rapid decent and hover in mid air. He looks up to see a new masked figure holding him up, wearing an oddly shaped golden helmet that made him look like a hood ornament from a car along with (to Spider's great surprise) a gold coloured jetpack strapped to his back. Judging from the rest of his attire, Spidey had a pretty good idea who had just saved his arachnid butt._

 **Cliff:** GOCHA!

 **Spiderman:** Cliff ... you have a _**jet pack**_?

 **Cliff:** Yeah ... Haven't you heard of The Rocketeer.

 _As he flies both him and Spiderman back up to the plane, Spidey is hit by a sudden thought._

 **Spiderman:** Cliff, if your here, then who's flying the plane?

 **Cliff:** Ah!

 _They notice that the plane drops past them in a nose dive._

* * *

 _They catch up to it and climb back onboard, as they make their way to the cockpit; they find Swift Cloud at the controls._

 **Swift Cloud:** I DON'T KNOW HOW TO FLY THIS THING!

 _She lets Cliff retake the controls, but it's too late for him to do anything._

 **Cliff:** Everyone brace for impact!

 _As the plane loses altitude, Cliff manages to alter their decent towards one of the small islands down below, deciding to make an emergency landing on; he manages to keep it steady as the plane crashes on the strange Jungle Island in the Caribbean._

* * *

 **A/N: Comment and Review**

 **Thanks**


	11. The Ghost Who Walks

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 11: The Ghost Who Walks**

 **Tropical Island**

 _Somewhere in the middle of the Caribbean, on a tropical Island surrounded by vast blue oceans; Peter Parker is sitting on a deck chair, wearing swimming trunks and drinking from a coconut._

 **Peter:** Ah! This is the life; no Fury, no bad guys. Not a single worry ... Oh! Let's not forget the best part ... Boy!

 _In mere seconds, Nova flies down from above to land beside Peter. With the exception of his helmet, Novas is instead wearing a typical butler's outfit in place of his regular uniform._

 **Nova:** Yes sir can I get you anything? Drink perhaps ... a hot meal? Oh! How about a foot massage?

 **Peter:** Just another one of these, Nova my good man.

 **Ava:** Make it two, Bucket head.

 _Peter looks round and to his surprise he suddenly finds Ava sunbathing in a deck chair beside him. He couldn't help but gawk at her slender figure, covered only by her pink bathing suit. Peter's mouth was hanging open as he thought back to the first time he saw her in it, a sight he'll never forget. Though still memorised by the girl next to him, Peter was able to tear his eyes away for a moment to bark an order at Nova._

 **Peter:** You heard the lady.

 **Nova:** Very good sir.

 _As Nova flies off, Peter turns his attention back towards Ava as she continues to bathe in the sun._

 _ **(Spiderman) You'd think as this being a dream come true; lying on a beach with a half naked girl, that I'd be able to come up with something to say ... a witty remark, a seductive suggestion. When in truth ... I'm webbing myself right now.**_

 **Ava:** Hey Petey.

 _ **Petey?**_

 _He looks over to Ava as she turns round to lie on her front and nearly chokes as he watches her undo her top to expose her bare back._

 **Ava:** Would you mind putting some of that lotion on me?

 _At that moment he suddenly realises that he's now holding a bottle of sun lotion in his hand. For a brief moment he wondered how it got their before realising that he didn't care._

 _ **(Spiderman) I was wrong ... this is the best part.**_

 _Quick as a flash, Peter jumps out of his own chair and kneels down beside Ava. He opens the bottle and starts rubbing lotion all over Ava's back._

 _ **(Spiderman) Be honest with me guys ... is this real? Or am I in some kind of hallucinogenic coma brought on by the trauma of a plane crash that I barely survived? Because either way I'm cool with this.**_

 _After a few minutes attending to Ava, Peter was nearly finished and about to return to his seat when suddenly Ava reaches up to grab hold of one of his arms._

 **Ava:** Your turn.

 _Peter gulped but obliged her suggestion. He lies down on his front on his own deck before shortly feeling Ava's gentle hands massaging his back. For the next few minutes, Peter is convinced that he died in the recent plane crash and is now in heaven since he cannot recall ever feeling this blissful before._

 **Peter:** Oh god! Ava that feels so good. Babe, you've got the magic touch.

 **Swift Cloud:** Much obliged darlin'.

 _Peter's eyes flashes wide open; he turns round on his side to see not only Ava but..._

 **Peter:** Jackie! Wait ... How?

 _Jackie silences him with one of her fingers pressed softly against his lips. Still confused he couldn't help but notice the blue swimsuit that she is wearing along with her Stetson._

 **Jackie:** Stop leaking your mouth so much darlin' and just enjoy it.

 **Ava:** Although ... there is one thing we need to do.

 _Both Ava and Jackie look at each other for a moment before turning to look to Peter with an evil grin across each of their faces. Peter was convinced that his brain just melted as a single thought entered his head. Then the two girls leaned over to the teenage boy before screaming..._

 **Ava/Jackie:** WAKE UP!

 _The two of them slapped Peter so hard on each cheek that he was ripped from this fantasy and flung back into reality._

* * *

 **Crash Site – 1936 – Dawn**

 _Spiderman wakes up sharply; both his cheeks are stinging with pain._

 **Spiderman:** OW...! What the...?

 _He looks around to see that he is in the crashed wreckage of the plane. Then slowly he sits up and finds that Swift Cloud is kneeling down next to him with Shadow standing behind her._

 **Shadow:** About time you woke up ... I was about to come in and get you.

 **Spiderman:** Please ... don't ever do that.

 **Swift Cloud:** You've been passed out for a while.

 **Spiderman:** Really, how...? Wait! Did you slap me?

 **Swift Cloud:** A few hours now darlin'; and no, you can thank Spooky here for that.

 **Spiderman:** Did you have to hit me so hard ... and why twice?

 **Shadow:** One was to wake you up; the other was for the bourbon.

 _He holds up to show Spidey the broken bottle of expensive whisky. Then the clocked man opens his hand and allows what remains of the bottle to smash into pieces on the ground before turning his back to the teenagers._

 **Shadow:** What a waste.

 _As Spidey watches Shadow exit through the wreckage, Cloud gets his attention by playfully punching him on the shoulder._

 **Swift Cloud:** What in tar nation were you dreaming about city-slick?

 **Spiderman:** Huh...? Oh just ... my happy place.

 **Swift Cloud:** Uh Huh ... Come on we better get a wiggle on.

* * *

 _She helps Spidey to his feet and the pair of them exits through the missing exterior of the planes hull. When they step outside, they're greeted with the blinding light of the sun far above. As Spidey's vision comes back into focus, he could see that the plane had crashed landed on a large beach with its nose just touching the edge of the vast blue ocean surrounding them. Taking in his new surroundings, Spidey notices the thick jungle of trees to his left just a few yards from him. While thinking that this place reminded him of the island him and his team mates went to when they encountered Sandman, Spidey suddenly heard the sound of voices coming from just a little further down the beach head._

 _He looked over to see the other members of his team; Hornet and Cliff talking to one another. But he couldn't make them out, so he and Cloud marched their way through the shifty sand of the beach towards them. As they got closer, Spidey saw that Cliff was sitting down on the beach with Hornet kneeling behind him, examining every inch of the rocket pack strapped to the pilots back._

 **Green Hornet:** Amazing ... a double walled combustion chamber; cooling the chamber and preheating the fuel at the same time as it's pumped through.

 **Cliff:** If not the chamber would overheat and light me up like a Cracker Jack on the forth of July.

 **Green Hornet:** Your helmet too ... its design; it acts as a rudder so have to turn your head to change direction. That's just...

 **Cliff:** Basic aviation.

 **Green Hornet:** So simple yet ingenious.

 **Cliff:** Well, I can't take the credit for that...

 **Shadow:** Nor should you.

 _Both Cliff and Hornet look up to find Shadow suddenly standing over them as Spiderman and Cloud were walking over as well. The Shadow simply stared at Cliffs rocket pack before turning his attention to the pilot himself._

 **Shadow:** This is the Zero-X3 if I'm not mistaken. A top secret project developed by Dr Clark Savage and manufactured by Howard Hughes.

 **Cliff:** How do you know...?

 **Shadow:** However it was stolen from Mr Hughes factory over a year ago. Then shortly after rumours of a "flying man" began to spread all over the west coast...

 _Before he could continue any further, Cliff had leapt to his feet and moved to stand right in front of Shadow, staring him down. However the cloaked vigilant remained completely unphased by this aggressive act._

 **Cliff:** Now let's get something straight pally, I had nothing to do with that. And you're wrong about one other thing.

 _He points his thumb over his shoulder to gesture at the rocket pack itself._

 **Cliff:** This is not the Zero-X3; that was destroyed nearly a year ago. This one was built by me and Peevy ... So call it the Zero-X4.

 **Shadow:** And are Dr Savage and Mr Hughes aware that you rebuilt their creation?

 _Cliff was about to respond but instead he bit his lip, which more or less confirmed Shadows suspicion._

 **Shadow:** Didn't think so.

 _He brushed passed both Cliff and Hornet and began to trudge up the beach towards the vast thick jungle. Suddenly Hornet calls out to him._

 **Green Hornet:** And where do you think you're going Spooky?

 **Shadow:** Every moment we delay; our enemy gets closer to his endgame. So we have to find an alternative means of transportation.

 **Spiderman:** I hate to be that guy; but unless you're thinking about building a raft out of twigs, mud and our hair, I don't see how a stole in the jungle will help.

 **Shadow:** This Island is part of an archipelago that was colonised by the British. There should be an old outpost further inland that could be useful ... so hurry up.

 _He continues to make his way towards the Jungle while back with the group Cliff turns to Spiderman._

 **Cliff:** Seriously ... how does he know this stuff?

 **Spiderman:** Haven't you heard? The Shadow knows ... everything.

 _Quickly Spiderman; followed by Swift Cloud, Rocketeer and a begrudged Green Hornet, run off to catch up to Shadow. Unknown to them however, back at the crashed plane, a tiny trace of the familiar black slime emerges from inside the wreckage of the engine. Slowly it slithers its way like a snake towards the jungle before quickly coming across a long jaguar on the hunt._

* * *

 **Island** **Jungle**

 _The group of unlikely allies have spent the last hour travelling though the thick jungle growth; Green Hornet leading up front followed by Shadow and Rocketeer while behind them, Swift Cloud and Spiderman are bringing up the rear. The trees obscured their view, the thick vines block their path and they could hear the animals crying in the distance._

 **Spiderman:** So where are we exactly?

 **Rocketeer:** Haven't a clue; that creature sent the plane off course but I managed to get us to this place. Not my best landing, but any landing you can walk away from is a good one right?

 **Spiderman:** Good point. So listen, thanks for saving us up there.

 **Rocketeer:** Hey anytime, we're in this together right?

 **Shadow:** Although I am thrilled that Mr Secord's impressive piloting skills had indeed saved our lives, I'd like to remind everyone that we are still stranded in this Jungle Island, while the Goblin's plan is coming to fruition.

 **Green Hornet:** Didn't you say there was an outpost on this Island or something.

 **Shadow:** Most likely.

 _On hearing this, Hornet turns sharply to face Shadow._

 **Green Hornet:** Most likely? As in you don't know for sure? Well what a song and dance this has turned out to be. We're trekking through a wild jungle with no map or compass, _**wild**_ _**animals**_ likely to pounce on us at any moment. And it's now that Mr _**Trick or Treat**_ here tells us that he's not even sure if there's anything here at all!

 **Shadow:** You dare question the Shadow!

 **Green Hornet:** Well someone has to!

 _At the back of the group, Spiderman could swear that he saw both Shadow and Hornet reaching for their weapons. But before he could do anything about it, Swift Cloud had already appeared between the two of them while aiming a recover at each of them._

 **Swift Cloud:** Settle down the pair of you; we're bound to get on each other's grit. Let's just worry about getting through this place alive ... Then you boys can have your little showdown.

 _Both Shadow and Green Hornet give their rival a quick glare before dismissing each other. They walk past Cloud who waited as Spiderman caught up to her_

 **Spiderman:** That was pretty hardcore.

 **Swift Cloud:** Err ... thanks? I just know what it's like being around bunch of hard cases. Come on ... we don't want to hang fire and get left behind.

 _The both of them continue to follow their comrades through the jungle. After a few more minutes of silence, Swift Cloud walks up beside Spiderman and kisses him on the cheek. Thankfully he's wearing his mask so Swift Cloud couldn't see his cheeks burn up._

 **Swift Cloud:** Thanks.

 **Spiderman:** For...for what?

 **Swift Cloud:** For saving us, for saving me ... twice.

 **Spiderman:** But Cliff...

 **Swift Cloud:** I saw what you did. If it wasn't for you that...thing would have torn the plane apart. I've never seen anyone do anything like that before.

 **Spiderman:** It was nothing really.

 **Swift Cloud:** No it was not "nothing". You were as game as a banty rooster.

 **Spiderman:** Err, thanks? You handled yourself well too.

 **Swift Cloud:** Flying that thing? It was like handling a drunken mule at a rodeo.

 **Spiderman:** Considering the circumstances, you did alright.

 **Swift Cloud:** Well thanks darling, that's mighty sweet of ya.

 _She smiles at him, causing him blush again._

 **Swift Cloud:** So ... who's Ava?

 **Spiderman:** How did you?

 **Swift Cloud:** You were mumbling her name while you were dizzy.

 _ **(Spiderman) Thank you Prosp88, just... thank you.**_

 **Swift Cloud:** So who is she?

 **Spiderman:** She's... a friend, teammate actually. Back where I'm from.

 **Swift Cloud:** You miss her?

 **Spiderman:** Yes... yes I do.

 **Swift Cloud:** She's your wife isn't she?

 **Spiderman:** WHAT NO!

 **Swift Cloud:** Girl?

 **Spiderman:** No, she's... well...a girl...who is...also a friend.

 **Swift Cloud:** Good.

 **Spiderman:** What do you mean good?

 **Swift Cloud:** Just good.

 _She winks at him and walks off ahead._

 _ **(Spiderman) That girl is...SPIDEY SENSE!**_

 **Spiderman:** Hey hold up!

 _Everyone stops and turns to face Spiderman._

 **Green Hornet:** What is it?

 **Spiderman:** Something's wrong, my spidey sense is going crazy.

 **Rocketeer:** Sure you didn't just smack you're head?

 **Spiderman:** Positive, something is defiantly wrong.

 **Green Hornet:** You're just imagining things, we just have two keep moving.

 _Green Hornet turns round to see a whole group of native tribesmen, dressed in loincloths and war paint, all of them pointing their bows and arrows at them. Then more appear from the surrounding forests, circling around the heroes with their weapons drawn, cutting them off in all directions._

 **Swift Cloud:** One of us has psychic powers, the other can sense danger... and neither saw _ **this**_ coming.

 **Spiderman:** To be fair ... I said "hold up".

* * *

 **Tribal village**

 _Deep in the thickest part of the Island jungle, lies the home of an ancient society; the pygmies of the Bandar tribe. These tribesmen have lived in secret for generations, away from the prying eyes of outsiders. Unfortunately for Spidey and his friends, they are about to find out what happens to those who disturb the solitude of their "hosts". The team of heroes find themselves bound and tied to wooden poles and placed around a large bonfire at the centre of the village. Several of the tribe's warriors are surrounding them, spears bearing down on them._

 _ **(Spiderman) Now I know what you must be thinking, "out of the frying pan and into the fire". We lucky for us this wall crawling hero always has a plan for any situation... have I ever considered that I might get eaten by a tribe of cannibals on a jungle Island you may ask? Well...no, but I'll think of something ... eventually... I hope.**_

 _Suddenly a group of tribesmen start drumming a beat, while another group start dancing round huge fire._

 **Rocketeer:** Why did I let myself get talked into this?

 **Swift Cloud:** Because you needed the money and we saved your tail.

 **Rocketeer:** Don't remind me.

 _ **(Shadow)**_ _ **Now is not the time.**_

 _ **(Green Hornet)**_ _**Who said that?**_

 _ **(Shadow)**_ _ **it's me. I have set up a telepathic link amongst' us.**_

 _ **(Spiderman)**_ _**Cool, like a group message on Marvelbook ... only inside my head.**_

 _ **(Rocketeer)**_ _ **What's Marvelbook?**_

 _ **(Spiderman)**_ _ **oh it's this thing...**_

 _ **(Shadow)**_ _**Silence! Can anyone get free?**_

 _ **(Green Hornet)**_ _ **No, I don't have anything. They took all my equipment**_ **.**

 _ **(Swift Cloud)**_ _**Me too.**_

 _ **(Spiderman)**_ _**Well we better do something otherwise we'll become a hero banquet**_ **.**

 _Suddenly the drumming and dancing stop abruptly and a large tribal man emerges from a nearby tent. Due to his large decretive headdress, face tattoos and long sceptre, he clearly is some kind of Chieftain and begins to walk up and down in front of his prisoners, examining each of them closely._

 _ **(Spiderman)**_ _ **See, he's sizing us up, deciding which one he's going to have first. Oh the one time Nova could have been useful.**_

 _All of a suddenly, Spideys "Idea" light bulb appeared over his head followed closely by chiby Spidey who pulls on the switch, turning it on._

 _ **(Spiderman)**_ _**Wait I've got an idea. Now go with me on this guys.**_

 _As the Chief reaches Spiderman, he looks right into his eyes, until._

 **Spiderman:** DON'T EAT US WE HAVE WORMS!

 _Everyone fell silent. All eyes staring at Spiderman as he just glances over at everyone from the tribesmen, Chieftain and even his own teammates ... some either shaking their heads or groaning in frustration._

 **Rocketeer:** Really kid?

 **Spiderman:** Hey! I never said it was a good plan. What would you say if you were face to face with cannibals?

 _The tribes Chief had moved over to Spiderman, gave him a harden stare before suddenly bursting out into fits of hysterical laughter, closely followed by several members of his tribe._

 **Chief Guran:** We are not cannibals little one. But if we were, what makes you think _**worms**_ would bother us?

 _ **(Spiderman) This I did not expect.**_

 **Green Hornet:** You speak English?

 **Shadow:** Remarkably good English too?

 **Chief Guran:** Of course, it is not the first time that outsiders have come to our island ... it would be the height of bad manners not to learn from our guests.

 **Swift Cloud:** And what island is that?

 **Chief Guran** : You all stand upon the sacred island of _ **Bangalla**_. We are the _**Bandar**_ and I am _**Chief Guran**_ of the Bandar. This is our village.

 **Spiderman:** So... you're not going to kill us?

 **Chief Guran:** If we wanted to kill you, we would have done so when your plane crashed onto our island ... before you even woke. We wouldn't spill blood on our village soil.

 **Shadow:** Then release us!

 **Chief Guran:** Just because we live amongst the trees and animals of this island doesn't mean we're stupid. Many times our island has been visited by strangers seeking treasures ... and trouble.

 **Shadow:** We have no quarrel with your people.

 **Green Hornet:** We were hoping to find a way of this Island.

 _Chief Guran ponders these claims for a moment before calling over to some of his fellow tribesmen in their native tongue. Spiderman watches as members of the tribe start to gather round a large ceremonial drum and begin beating it in rhythm. The drum beats are loud, consistent and being accompanied by a mass chanting from the tribe ... which is making the wall crawler very nervous._

 **Spiderman:** Oh great! Well at least there's a show before the dinner.

 **Rocketeer:** I don't suppose any of you guys can understand what they are saying?

 **Shadow:** It's a summoning chant.

 _All at once Spidey and the rest of the team look towards Shadow._

 **Green Hornet:** All right ... I'll bite, what are they summoning?

 **Shadow:** They're specking an ancient dialect; something about a protector of the jungle ... a _**ghost**_?

 **Swift Cloud:** Care to repeat that?

 **Shadow:** A ghost who _**walks**_...

 _Suddenly Chief Guran focuses his attention back on his captors._

 **Chief Guran:** For 400 years, the ghost has walked on this earth; protecting the jungle and our village from the evils of the outsiders.

 **Green Hornet:** A ... immortal?

 **Chief Guran:** You will be judged by him; if he deems you pure of heart, then you will be freed.

 **Spiderman:** Sounds like our kind of guy

 **Chief Guran:** But if he judges your hearts as black ... you will be sacrificed.

 **Shadow:** None judges the Shadow!

 _ **(Spiderman) And now I'm worried.**_

 _The tribe continued their summoning chant for a while, until from out of the jungle everyone heard a humongous roar. Everyone was startled when one of the young tribal hunters franticly ran out from the jungle and towards the populated village centre. He was screaming in their tribal speech when suddenly something had leapt out behind him and pinned him to the ground. Spiderman's jaw dropped as he saw that the creature was venomised jungle cat; its tail was long and protruded like a tentacle, its white eyes glared at the hunter as it wrapped its disgusting tongue over its preys face._

 **Chief Guran:** What is this demon!?

 **Rocketeer:** That thing's still alive?

 **Spiderman:** Things couldn't get any worse.

 _As if to prove the wall crawler wrong, something else seemed to be moving fast towards the village from the jungle. The sound of trees trampled to the ground and heavy steps were heard as an enormous venomised Elephant had emerged right behind the Venom/Jaguar and unleashed a defining screech._

 _ **(Spiderman)**_ _**The universe just love to screw with me doesn't it.**_

 **Chief Guran:** TO ME MY WARRIORS!

The _tribesmen rallied behind their chief, more emerged from nearby huts armed with their weapons and charged towards the Symbiote creatures. They hurl their spears and unleash their arrows but to no effect. The Venom/Jaguar lashed out with its tentacle tail, grabbing nearby tribesmen and throwing them around like mere playthings while at the same time pouncing and clawing at everyone it could reach._

 **Swift Cloud:** They're going to get slaughtered!

 **Green Hornet:** We have to help, can someone... wait... where's Shadow?

 _Spiderman looks round to see that the Shadow was no longer amongst their group, the ropes binding them were on the ground._

 **Spiderman:** How?

 _Just then his own ropes fall to the ground; The Shadow appears from behind him._

 **Shadow:** I "suggested" one of the guards to free me.

 **Spiderman:** Give us a heads up next time.

 **Shadow:** Untie the rest, I will procure our weapons.

 _Quickly Spiderman goes to untie the rest of his team. By the time he's done, Shadow appears with everyone's equipment from a nearby hut._

 **Rocketeer:** So what's the plan?

 **Shadow:** Let these monstrosities fall under the wrath of the Shadow!

 _Before anyone else could do anything, the Shadow runs off to engage the Symbiote animals, firing his two pistols as he goes._

 **Swift Cloud:** Oh, I can set with that!

 **Spiderman:** No wait!

 _Too late, the team charges off into the thick of battle, leaving Spiderman behind in a state of bewilderment._

 _ **(Spiderman) This ... may not end well.**_

* * *

 **Deep in the Bangallian Jungle**

 _Meanwhile, the sounds of the Bandar tribes' ceremonial drum beats continue to travel deep into the Bangallian Jungle; accompanied by the screeching and roars of the surrounding wildlife as if they too were part of the ceremony. The beats reach far into the thick environment, far enough to reach_ _a large rock formation embedded behind a humongous waterfall ... resembling a "skull" which served as the entrance to a hollowed out cave._

 _The sound of the drums echo inside until they reach the darkest part of the cave, where stands a single stone throne with skulls engraved into both the arm and head rests. A lone figure sits on this throne, hidden amidst the shadows. As the drum beats echo around the cave, the mysterious figure looks up to allow it pale white eyes to pierce the darkness around him. Slowly he looks down in front of him at the large grey wolf lying at his feet._

 **Phantom:** _ **Devil**_ ... we're needed.

 _The wolf named Devil lets out a soft howl and stands to attention as its master gets up off his throne walks over to a nearby stand where he picks up a pair of pistols before holstering them in his gun-belt. The figure then hurries over to mount onto a white horse that has been rained over at one end of the cave._

 **Phantom:** Let's go _**Hero**_! Evil have come to the jungle.

 _The horse "Hero" lets out a nay before riding out with its master, followed closely by the wolf Devil. Amongst the thick growth of the jungle the mysterious rider makes his way at full speed towards the Bandar village, unaware of the nightmare awaiting him._

* * *

 **A/N: Comment and Review.**

 **Thanks**


	12. Bangalla Banquet

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 12: Bangalla Banquet**

 **Bangalla - Tribal Village**

 _As Spiderman reaches the battle occurring in the village centre, he's horrified to see that it is in utter chaos. Both Shadow and Swift Cloud have taken cover behind debris and firing at the enormous Venom/Elephant as it tramples at the tribal warriors beneath it. Rocketeer is flying around, narrowly dodging every symbiotic tentacle that lashes out at him while Green Hornet is firing his gas gun at the Venom/Jaguar. This proves to be futile as the Symbiote is far too agile to be struck and the few shots that do hit it only seem to make it angrier._

 _It pounces up high into the air and lands right behind Hornet and using its giant tentacle tail; it sweeps the ground, knocking Hornet and every nearby tribesmen off their feet. Then without warning it leaps up to tackle Rocketeer in mid air and brings him crashing to the ground, mauling him with its razor sharp claws while he desperately tries to fight back._

 **Rocketeer:** Ach! If no one's too busy?!

 **Spiderman:** Sit tight!

 **Rocketeer:** You trying to be funny?!

 _ **(Spiderman) Now that I think about it that was bad ... even by my standards.**_

 _He web swings his way towards where the Symbiote and Rocketeer are fighting and fires his electro webs at the creature, the Symbiote screams in pain, letting Rocketeer go and allowing Spiderman an opening to swings kick the Symbiote off his friend and send it crashing through the wall of a nearby hut. The whole structure comes down upon the Symbiote, but not before the villagers already inside narrowly escape in the nick of time._

 **Rocketeer:** Thanks kid.

 **Spiderman:** This isn't going to work! We can't keep fighting with all these villagers around; they're only going to get in the way.

 **Rocketeer:** What are you thinking?

 **Spiderman:** Come on, while the other's keep the Venom Zoo occupied, we clear the area of villagers.

 **Rocketeer:** That's ... not half bad kid.

 _The pair of them begins to help out around the village; Spiderman uses his incredible strength to move rubble out of the way of villagers trapped in their huts and web swinging them to safety in the nearby forest. Rocketeer flies in and out around the battlefield, swooping down and grabbing anyone caught in the cross fire, any warriors wounded in the fight and flying them to safety._

 _Meanwhile, Swift Cloud is using her speed to run circles around the Venom/Elephant while firing her revolvers. However she seems to be doing little damage as the creature is constantly healing itself of its wounds. Things are also not going so well with Shadow and Hornet as they fight the Venom/Jaguar. The cloaked vigilante attempts to fog the mind of the Venom/Jaguar, but quickly he discovers that the creature can smell their scent so it continues to attack them relentlessly._

 **Shadow:** This monster's mind; so savage and blood thirsty ... it's unlike anything I've seen before.

 **Green Hornet:** We need to regroup.

 **Shadow:** Anything in your bag of tricks that can help.

 **Green Hornet:** Just one.

 _As the Venom/Jaguar lunges right at them, Hornet reaches into his coat pocket and pulls out a handful of green pellets. He smashes them onto the ground just as the creature reaches them, and finds itself being engulfed by a smog of green smoke. As it's distracted, the two masked men slip away to meet up with Spidey and Rocketeer as they finish up with the rest of the villagers._

 **Shadow:** Spiderman, you've faced these monstrosities before ... what are their weak points?

 **Spiderman:** Over time, as I found myself having my butt handed to me by Symbiotes on severally occasions, I've learned that they has a weakness against electricity and sound waves. I have my electro webs but it's not going to be enough.

 **Green Hornet:** Wait, I've got something

 _He reaches into his coat and takes out what looks like extendable rod._

 **Green Hornet:** My Hornet Sting. It's a sonic disrupter that I designed; at its highest level it can knock down a wall so it should help here.

 **Spiderman:** Great; Rocketeer, keep those things distracted; Shadow, give Cloud some back up and keep those tentacles off us. When we get a clear shot, Hornet and I will hit them in full force. Go!

 _They all spit up, this time with a strategy in mind. Rocketeer flies over head, getting the attention of both Symbiotes. Shadow and Swift Cloud continue to lay down suppressing fire as both Spidey and Hornet ready their equipment._

 **Spiderman:** You ready?

 **Green Hornet:** Let's do it!

 _They both point their weapons at the Symbiotes; Spiderman fires his electro webs at the Venom/Elephant while Hornet unleashes his sonic disrupter at the Venom/Jaguar. Each hero hits their intended target and in a huge burst of electricity and sonic energy, the creatures scream in pain as the Symbiotes start to separate from their hosts, but it's still not enough._

 **Spiderman:** It's not working!

 **Green Hornet:** We need more power!

 _The Venom/Elephant manages to break away from Spideys webs and begins trampling around in frenzy. It knocks both Shadow and Swift Cloud to the ground with a swing of its tentacle trunk and approaches the fallen Swift Cloud. The strike had dazed her so as she looks up, she barely registers the behemoth rising up on its hind legs, readying itself to stomp down on top of her._

 **Spiderman:** JACKIE!

 _Suddenly from out of nowhere, they hear the sound of a horse neighing loudly behind them; Spidey and the others attention is directed towards the elegant white horse jumping over the surrounding flames. Its rider is wearing a_ _black_ _mask_ _along with a purple skin-tight bodysuit. He is holstering_ _two_ _M1911 pistols_ _in a special belt with a skull-like buckle._

 _ **(Spiderman) Anyone know who this guy is? Anyone ... anyone?**_

 _The mysterious rider charges at the Symbiote, it lashes out a tentacle in his direction in an attempt to strike him down. But the masked rider jumps from_ _his horse and lands right on top of the tentacle, runs up along its side and leaps onto the creatures head and specks into its ear._

 **Phanom:** _ **Zima**_ my old friend, cease this madness!

 _The Venom/Elephant fails to listen and response by trying to shake the masked rider off its head, but through the use of incredible balance and focus, he successfully remains up right. Then the masked rider raising his right hand as it starts to glow with a bright blue energy, and then he slams his fist into the Symbiotes head. In a blinding flash, everyone is knocked off their feet by the sheer force._

 _After a few seconds, everyone groggily tries to get back on their feet; as everyone starts to regain their focus looks to where the Symbiote was. However all they see is the once rampaging elephant now unconscious on the ground with no trace of the Symbiote in sight. The lone figure stands on top of it, comforting the beast with his hand._

 **Green Hornet:** Amazing!

 **Rocketeer:** Incredible!

 **Swift Cloud:** In one punch!

 _Suddenly there was a high pitched screech and the Venom/Jaguar pounces from out of nowhere towards the masked saviour. But before the creature reached its target a large grey wolf leaps up from behind its master and tackles the Symbiote to the ground. They wrestle with each other for a few minutes before the wolf manages to pin the Symbiote to the ground. Before the Venom/Jaguar could free itself, the masked man jumped high into the air and dived, fist first towards the creature and strikes it right on its head. The Symbiote let out a deafening screech before the Symbiote detaches itself from the jaguar and left it unconscious as the black slime started to dissolve into nothing. Once it was gone, the masked man knelt down to comfort the jungle cat, stroking its fur gently with one hand while patting his wolf with the other._

 **Spiderman:** Who is he?

 _Then a voice spoke from behind Spidey, knearly making him jump out of his suit. He turned to see that it was the Bandar Chieftain Guran standing behind him._

 **Chief Guran:** He is the _**Guardian of the Eastern Dark**_ ... the _**Ghost Who Walks**_ ... a man who cannot die.

 **Shadow:** _The_ _ **Phantom.**_

* * *

 **Dusk**

 _A few hours have passed since the battle with the Symbiote animals, repairs to the village are underway and the entire Banda tribe are celebrating. Musicians are playing with drums and flutes, dancers are performing ceremonial dances and Spidey, along with his teammates are enjoying the banquet prepared especially for them around a bonfire._

 _ **(Spiderman) Oh hey guys! Just your favourite noir styled Spiderman enjoying some dinner. I gotta say, I've never been a huge fan of seafood before, but these guys know how to cook and how to throw a party.**_

 **Chief Guran:** Tonight! We celebrate a great victory. The demons have been slain and evil has once again been kept at bay by our great guardian ... The Ghost Who Walk.

 _ **(Spiderman) And once again, credit is not due.**_

 **Chief Guran:** But we must also honour our visitors, if it not for the bravely, many more would have been lost to this demons. Friends, we did not trust you at first, yet still you helped my people in need and to rebuild what was lost. For that we honour you with this bounty and welcome you as brothers and sister to our tribe.

 _Many tribes' men start chanting and cheering; some of the women approach their heroes and hung necklace flowers over them._

 **Spiderman:** huh, well this makes a nice change.

 **Phantom:** I take it you're not use to this kind of praise.

 _Spiderman looks up to see the Phantom standing behind him and moves to sit down right next to him._

 **Spiderman:** That would be the understatement of this century.

 **Phantom:** One thing you must know of Guran; he's very fond of his own voice and never misses on opportunity to use it. I've given up counting the number of times he's honoured me.

 **Spiderman:** Wait ... you get a party like this every time you save them? Sounds like a pretty sweet deal you've got down here.

 _Spiderman looks examines the activity going on around him; both Green Hornet and Rocketeer are enjoying the vast amount of food offered to them, while being mobbed by a group of the local women. The Shadow however is standing off on his own, far away from all the festivities, acting in his usual brooding self. Meanwhile Swift Cloud is getting into the full swing of the party, dancing with members of the tribe. Spiderman admires her for a moment as she looks completely engulfed in the celebrations. Then suddenly she breaks off from the group she's dancing with and rushes over to Spiderman._

 **Swift Cloud:** What's with all the sitting down? Come and have a dance darlin'.

 **Spiderman:** Oh no, I'm not much of a dancer.

 **Swift Cloud:** Just one, don't be such a coffee boiler.

 **Spiderman:** No I'm fine, maybe next time.

 **Swift Cloud:** Alright ... I'll hold you to that. It's too bad though, I'm having a real hog-killin' time.

 _She runs back over to the group and continues to dance as Spiderman keeps staring at her. However this doesn't go unnoticed by the Phantom who looks from her to him, then smiling to himself in realisation._

 **Phantom:** Kid ... there's an old Jungle saying "If the winds blow in a favourable direction, do not hesitate to be swept up".

 **Spiderman:** What?

 **Phantom:** When a girl wants to dance, you dance ... just something to keep in mind for the future.

 _He then slaps Spiderman on the shoulder before getting up to speak to the chief. The teenager ponders on what the masked man meant before notice the Shadow still standing off in a dark area of the village. He gets up and makes his way over to his mysterious friend who barley acknowledges his presents._

 **Spiderman:** Do you even know how to have fun?

 _Shadow doesn't answer him and just stares off into the darkening jungle in front of them._

 _ **(Spiderman) I guess we can take that as a "no"**_

 **Shadow:** How did he find us?

 **Spiderman:** Huh?

 **Shadow:** Osborn ... He had to have been the one who planted that "thing" on the plane. So how did he find us?

 **Spiderman:** I guess he has informants ... like you.

 **Shadow:** Our departure was a closely guarded secret; only you, I and our allies knew of our destina...

 _The Shadow trailed off from his current statement and fell silent for a moment. Then in a burst of rage he used his powers to unleash a telekinetic burst that destroyed nearby bushes, broke branches off of trees and nearly knocked Spiderman off his feet._

 **Shadow:** Damn it!

 **Spiderman** : Whoa! What the hell man?

 **Shadow:** How could I have been so blind? It was Fellows ... he knew about Mexico.

 **Spiderman:** He betrayed you?

 **Shadow:** It doesn't make sense, he was always ... Smerdgakov!

 **Spiderman:** The Chameleon? Oh I get it ... he was in disguise as your agent at the airport and planted the Symbiote when you weren't looking. Wait! Wouldn't that mean that Fellows is...?

 **Shadow:** Dead ... I swear Osborne will feel the wrathful vengeance of The Shadow ... when my hands are around his throat.

 _ **(Spiderman) Wow ... this guy is all kinds of dark.**_

 **Phantom:** There's an old Jungle saying.

 _The two of them suddenly notice the Phantom standing right behind them._

 **Phantom:** "Before setting out for revenge, one must first dig two graves".

 _ **(Spiderman) And apparently Shadows not the only who likes to talk cryptically.**_

 **Shadow:** The Shadow serves justice, and when that justice demands blood ... then so be it.

 **Spiderman:** Oh god! Both of you please ... just stop.

 _The two men hold their tongues and both stare at Spiderman._

 **Spiderman:** Now's not the time for this, Goblin has hurt all of us in some way and he'll hurt a lot more innocent people unless we stop him once and for all.

 **Phantom:** This ... Goblin, he is responsible for the monsters that attacked the Bandar?

 **Spiderman:** Yes, and he plans to do much worse if we don't stop him. We could use your help ... we could us his help right Shadow?

 _The Shadow just stares at the Phantom, as if sizing him up. But the masked jungle man gazes right back at him, refusing to be intimidated by Shadow as he slowly walks round him._

 **Shadow:** The Phantom can knock the flea off the ear of a warthog at 100 paces without hurting the beast. The Phantom has the strength of ten tigers and the swiftness of an eagle. These are stories I have heard about your legend. But I believed that they were just that ... stories.

 **Phantom:** Even the most elaborate of stories have bases in truth.

 **Shadow:** Does that include the tales of your "immortality"? According to them you've been around for nearly 400 years.

 **Phantom:** There's only one way to find out.

 _The Shadow stops his pacing as the Phantom gives him a cocky smile, then turns to address Spiderman._

 **Shadow:** He'll be a great ally in the battle to come.

 **Spiderman:** I hope so. Those monsters were nothing compared to what Goblin can do; he has an army, advanced technology, and a ruthless desire to dominate or destroy everything that gets in his way, and we are the only people doing what we can to stop him, the only willing to fight him to protect every one, to protect the world, to protect our future. So ... "Ghost who walks", will you help us?

 _As The Phantom ponders over his decision, Shadow walks over to whisper in Spidermans ear._

 **Shadow:** Nice speech.

 **Spiderman:** Thanks, But I think I over did it with the whole "Protecting the future" part.

 **Shadow:** Without a doubt.

 **Phantom:** When do we leave?

 **Spiderman:** Wow... that was a lot easier than the others.

 **Phantom:** I swore to devote my life to the destruction of piracy, greed, cruelty, and injustice, in all their forms, but I never thought evil would take a form like that monster and if this Goblin is responsible for its creation, and he threatens not just Bangalla but the world too. To face him would be a great challenge and the Phantom will never refuse a challenge ... old Jungle saying.

 **Spiderman:** Oh yeah, Goblins not gonna know what hit him.

 **Shadow:** As excited as I am, aren't we celebrating a little prematurely? We still have no way to reach Mexico.

 **Phantom:** Don't worry, I have my sea plane, I can get you there.

 **Spiderman:** You have a plane?

 **Phantom:** "The Phantom is resourceful" – Old Jungle saying.

 _ **(Spiderman) "Sighs" We're not going to stop hearing those anytime soon ... right?**_

* * *

 **A/N: Comment and Review**

 **Thanks**


	13. Investigating the Ruins

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

* * *

 **Chapter 13: Investigating the Ruins**

 **Bangalla – Morning**

 **Chief Guran:** So my young friend, I hope you enjoyed the hospitality of the Bangalla.

 **Spiderman:** Apart from the rampaging Symbiote cast of the Lion King ... this was a lot better than the last time I was on a tropical island.

 **Chief Guran:** I'm pleased, because now that you know of the existence of this island, if you should ever speak of us to other outsiders...

 _Chief Guran stepped forward so he was face to face with Spiderman, giving him a terrifying stare._

 **Chief Guran:** My warriors will find you and remove ... your ... tongue!

 _ **(Spiderman) Gulp! I think I just webbed my shorts.**_

 _The Chieftain suddenly burst out laughing and started slapping the shoulder of the surprised looking hero._

 **Chief Guran:** Just kidding!

 **Spiderman:** Phew!

 **Chief Guran:** But seriously, don't tell anyone! ... Safe journey my young friend.

 _After placing a comforting hand on Spiderman's shoulder, Chief Guran smiled at him that Spiderman returned before turning round and headed towards the sea plane docked at the secret harbour where his team was waiting; suddenly Chief Guran called to him._

 **Chief Guran:** Spiderman! "The Phantom is a man of few words but wiser than Solomen"... old Jungle saying.

 **Spiderman:** Huh?

 **Chief Guran:** As the Ghost Who Walks travels with you, listen to his advice.

 **Spiderman:** Err! Sure ... thanks.

 _Spiderman turns round and continues to the Sea plane. As he reaches the staircase The Phantom steps out of the hatchway, staring at Spiderman._

 **Phantom:** You ok Spider?

 **Spiderman:** Huh! What?

 **Phantom:** Guran used the tongue speech didn't he?

 **Spiderman:** Yeah.

 **Phantom:** (Chuckling) He'll never change, come on were ready to leave.

 _Both Phantom and Spiderman board the Sea plane and it wasn't long before the engines start running and the Sea plane takes off into the sky and towards the team's next destination._

 _ **(Spiderman) Here we go, next stop Mexico! Wherever the Goblin goes, so goes the Spider, let's hope this flight is smoother ... now about my peanuts?**_

* * *

 **Tulum Pueblo** **, Mexico – Night**

 _A few hours later, the sea plane landed on a beachhead south of the village on the Caribbean coast; Tulum Pueblo. After disembarking from the sea plane, Spiderman and his team trek their way towards the town. It took some time for them to reach Tulum, when they did night had already fallen and the masked team began to navigating their way through its streets ... its empty, lifeless streets._

 **Spiderman:** Guess everyone went to bed. So where should we start looking?

 **Shadow:** Well this village is Tulum Pueblo, named after the Aztec ruins north of here. That also happens to be one of the places that Goblin was interested in.

 **Green Hornet:** Good as place as any to start.

 _As the team reaches the town centre, Phantom stops in his tracks and surveys the surroundings._

 **Phantom:** Stop!

 **Rocketeer:** What is it?

 **Phantom:** Something's not right, haven't any of you noticed something strange about this place? It's not that late and I don't see a single light anywhere. No soldiers are on patrol ... not even children up to late night mischief. This place is dead.

 **Spiderman:** How do you mean...? Wait dead! Oh no, we're not going to be attacked by flesh eating Nazi Zombies are we?

 **Phantom:** What? No! I mean that there is no sign of life; streets are empty, no sounds from the houses, no lights or anything.

 _Everyone stops to look around the towns centre._

 **Shadow:** I suggest we separate and explore the mystery of this place.

 _The team split up to investigating different parts of the town; from the many small houses to the churches and even market place, none of them could find a single person anywhere. About an hour later, everyone regroups at the town centre._

 **Green Hornet:** Phantoms right, there's nobody here.

 **Shadow:** It seems like this town has been abandoned for a long time now. Nearly every house I searched was disturbed; tables and chairs turned over like there had been a struggle.

 **Spiderman:** This is a big town; there must have been a lot of people here. Wonder what happened to them all?

 **Rocketeer:** Nothing good, what do we do now?

 **Shadow:** We make haste for Tulum.

 **Swift Cloud:** What about the town's people?

 **Shadow:** Don't be foolish. We can't do anything if we don't know what even happened. However if Osborn was active at the ruins nearby, Investigating them may shed light on what happened here.

 **Rocketeer:** I'll be back in 5.

 _He broke away from the group and was about to activate his rocket pack before being stopped by Shadow._

 **Shadow:** No! You'll give away our position and we'll lose our element of surprise with that noisy rocket pack of yours; we need to move more quietly and swiftly.

 **Spiderman:** Anyone got any suggestions?

 **Phantom:** Hey!

 _Everyone looks round to see the Phantom emerging from a barn at the other end of the town centre and gestures for his teammates to approach the barns doors._

 **Phantom:** Maybe they can help.

 _He opens the door to revel its occupants inside._

 **Green Hornet:** Oh no!

 **Rocketeer:** Seriously?

 **Spiderman:** Cripe!

 **Shadow:** That'll do.

 **Swift Cloud:** Yee haw! Time to pony up boys.

* * *

 **On route to Tulum Ruins**

 _Across the dark countryside, the team race towards the ruins while riding on the Stallions Phantom mange to procure. Only Swift Cloud, Phantom and Shadow seem to be very comfortable riding horseback, while their teammates Green Hornet, Rocketeer and Spiderman are having a little trouble adjusting to their new found transportation._

 **Rocketeer:** This ... is ... really ... uncomfortable!

 **Green Hornet:** Why didn't I have Kato to meet us here with the Black Beauty...? I will never know?

 **Spiderman:** How do you steer this thing?

 _As the three of them struggle with their horses, Swift Cloud doubles back and starts riding circles around them, performing fancy stunts before riding off ahead of them._

 **Swift Cloud:** Get a wiggle on slowpokes ... Oh, and eat my dust!

 _Spiderman watches her as she races ahead and leaves the three of them alone to fend for themselves._

 **Spiderman:** Show off.

 _Suddenly Hornet's horse sprinted past Spiderman with Hornet clinging on to the beast for dear life while Rocketeer's stopping every few minutes to the pilot's annoyance. With the hopes of catching up, Spiderman slaps the reins of his own horse to get it moving. Only to have it raise itself up sharply on its hind legs and throw the teenager to the ground as it rides off without him._

 **Spiderman:** God ... please send me my Spidey-cycle.

* * *

 **Tulum Ruins– Night**

 _Spiderman, Hornet and Rocketeer finally managed to catch up to the rest of their team as they waited for them patiently at the edge of a cliff overlooking the Tulum ruins down below. As the three of them were approaching, Phantom looked over his shoulder to address Spiderman._

 **Phantom:** What took you so long?

 **Rocketeer:** He fell off

 **Spiderman:** Come on man!

 **Shadow:** Quite! There it is.

 _Spiderman, along with his team, trotted closer to the cliff edge to look down onto the old ruins of Tulum. Its_ _architecture is typical of Maya sites; walls surrounded the entire area and contained the ancient buildings. At the centre of the site stood an enormous "pyramid-like" structure that over towered everything else around it. Clearly this was a structure of significant importance to the Mayans considering the massive staircase at the front leading up to it._

 **Phantom:** El Castillo.

 **Swift Cloud:** Now that's a sight!

 **Spiderman:** Cool.

 **Green Hornet:** What is this a field trip?

 _He takes out from under his coat a small set of micro-binoculars and uses them to scan the surrounding area._

 **Green Hornet:** From the looks of things they've been mining east of the ruins. The place looks deserted though ... mining equipment are in place but no workers or even guards.

 **Shadow:** Most likely they already dug up the Bronzium here and moved on to a different location.

 **Spiderman:** I don't suppose anyone noticed a trail of precious metals they left behind.

 **Green Hornet:** No ... but we could always ask them?

 _Hornet throws the micro-binoculars over to Spiderman who catches them and takes a look. After a few seconds of scanning the area he notices the guards just at the top of the stairs leading up to the Castillo._

 **Spiderman:** Then how about we stop by and ask for directions ... Oh and visit the gift shop.

 **Rocketeer:** Were you dropped on the head as a child or something?

* * *

 **Tulum El Castillo**

At the top of the stair case a couple of goons are sitting around a makeshift campfire while drinking a few beers.

 **Goon 1:** This place is all kinds of spooky.

 **Goon 2:** You shred it, wheat.

 **Goon 1:** Why do we have to trip for biscuits here.

 **Goon 2:** Because the boss wants use to find out what our "pally" here knows and also told you to _**shaddup**_!

 **Goon 1:** Oh ... right

 _The guards continue to sit quietly and drink until suddenly something rushes past them so fast it created a gust of wind that blow out their fire before immediately speeding round the corner of the Castillo's main entrance._

 **Goon 2:** What the...?

 _They dropped their beers and hurried off round the same corner. When they do so, they both saw Swift Cloud casually leaning back against the wall._

 **Swift Cloud:** Howdy partners!

 _The two goons reach for their holsters only to find that there empty. Surprised, they both look back at Swift Cloud who holds up their pistols in each hand._

 **Swift Cloud:** Missing something boys? So who's first for a tussle?

 _Clenching their fists the goons charged at Cloud. As the first one reaches her she gracefully spun round behind the goon and tripped him up at the same time, while the other goon attempted to punch her in the head. However Cloud immediately grabbed the goons arm and redirected it while kicking him in the stomach at the same time, winding the guy and making him drop to his knees._

 **Swift Cloud:** That was piece of pie.

 _As both goons stagger to their feet, Cloud casually walks over and bashes their heads into each another's and watches them collapse to the ground unconscious. Next thing Cloud knew, she heard the sound of commotion coming from behind her. As she looked round she saw Spiderman standing at the corner waiting for her._

 **Spiderman:** We got ours, how did you get on with yours?

 **Swift Cloud:** Was there any doubt, darlin'?

 **Spiderman:** The way you were moving, how could I ever think that.

 **Swift Cloud:** You were watching the way I moved?

 **Spiderman:** Only to ... I mean ... err ... guys!

 _Angel Spidey and Devil Spidey appear over his shoulders._

 **Angel Spidey:** Would you like some help?

 **Devil Spidey:** Only you seem to be digging your own grave _._

 **Spiderman:** Err?

 **Swift Cloud:** Relax darlin', just as long as you saw something you liked.

 **Devil Spidey:** Just so you know that tingling sensation isn't your spidey sense.

 _Spiderman quickly shrugs the pair of them off and returns to reality just as Swift Cloud walks past him so he joins her to meet up with the rest of their teammates. As they enter through the main doors of the Castillo, they find the rest of the goons stationed here either on the ground unconscious, gassed or webbed to the walls. Further inside they see their cohorts gathered around a roughed up looking man sitting on a chair._

 **Swift Cloud:** So who's your friend?

 **Spiderman:** We found him tied up inside, along with this creep beating the snot out of him.

 _He gestures over to the only remaining goon still conscious and mostly undamaged while being subdued by Hornet and Rocketeer. Meanwhile Phantom moves closer to kneel in front of the man they saved and places a comforting hand on his shoulder._

 **Phantom:** You are safe now, tell us; what's your name? What happened here?

 **Antonio:** My name is... Antonio, I came back to my hometown of Tulum Pueblo a week ago from my travels. It was completely abandoned, I discovered that all the towns people, my family included was taken from their homes to this place to work in slaves in this mine. So I allowed myself to be captured to that I could find out what happened to them.

 **Shadow:** You're lucky they didn't just kill you!

 _Antonio stood up suddenly and walked over to Shadow, as effortlessly as if he wasn't hurt at all._

 **Antonio:** I am not without skill.

 **Spiderman:** So where did everyone go?

 **Green Hornet:** Maybe our friend here can help.

 _In a few quick strides, Phantom walks over and picks up the goon, throws him down onto the now vacant chair and glares at him._

 **Phantom:** The towns people, where are they?

 _The goon doesn't say anything, just stares back._

 **Phantom:** You know there's an old jungle saying...

 _Phantom grabs him by the throat and with one hand lifts him up of his feet and holds him up high._

 **Phantom:** "When the Phantom asks, you answer"

The goon merely responded by spitting in Phantoms face, however this was counter argued with Phantom throwing him across the room and landing with a thud.

 **Swift Cloud:** Let me try?

 _Everyone turns to stare at her with a look of surprise._

 **Phantom:** Be my guest.

 _Swift Cloud slowly approaches the goon just as he sits up off the ground. But before he could do anything she draws both her revolvers plus a third one that caused a few raised eyebrows from her teammates._

 **Rocketeer:** Where was she hiding that?

 **Swift Cloud:** One last chance, where are they?

 _The goon spits at the ground by her feet._

 **Swift Cloud:** Fine then! Let's see how lucky you are?

 _She opens up the 3 revolvers and empties them of their ammo, leaving only a single bullet in one of the chambers. After closing them, she begins to throw them up in the air and juggles with them. When a few seconds had past, using her speed she catches one of the revolvers, points it at the guard and pulls the trigger only to have nothing happen._

 **Spiderman:** Whoa!

 _Swift Cloud continues to juggle, with everyone looking at her in astonishment. Every so often she catches a revolver and pulls the trigger, terrifying the goon. After six times of doing this..._

 **Swift Cloud:** You know your lucks gonna run out soon...

 _She stops juggling and spins one of her revolvers in the air. Just as she catches it and points it at the guard..._

 _ **(Spiderman) Spidey sense!**_

 _In a flash Spiderman grabs the gun off of her and points it away from the crowed, pulling the trigger. With a large bang the gun goes off and the guard screams ... wetting himself._

 **Swift Cloud:** What's your beef?

 **Spiderman:** You were trying to kill him!

 **Swift Cloud:** No I was just...!

 **Goon 3:** ALRIGHT, ALRIGHT! I'LL TALK, I'LL TALK!

 _Everyone looks to the guard_

 **Goon 3:** Goblins had the villagers moved to the final dig site, somewhere called Cobá. I swear it's all I know!

 **Antonio:** Cobá? That's a Mayan ruin northwest of here, I can take you there.

 _He makes his way back outside and heads down the steps of the Castillo, shortly followed by his rescuers._

 **Spiderman:** No we can take it from here; you go back to your village and...

 **Antonio:** And what? Señor I will not turn my back on my people, and you need someone to get you to Cobá.

 **Green Hornet:** He's right; it'll be quicker getting there with someone who knows the local area.

 **Spiderman:** I'd kill for Google maps right about now.

 **Green Hornet:** What?

 **Spiderman:** Nothing ... Fine! Let's get a move on, I'll go web up those other two guards out here and...

 **Antonio:** Two? Señor, there was tree guards posted outside.

 _They all suddenly heard the sound of something being knocked over and then Rocketeer notices a single goon coming out of hiding behind some cover and runs away down towards the gate exiting the site where a car is stationed waiting for him._

 **Shadow:** Mr Secord If you would...

 **Swift Cloud:** Let me handle this.

 _She takes out her revolver and aims it at the guard._

 **Spiderman:** No wait don't...

 _Suddenly she point the revolver 45 degrees right of her target and fires, the bullet ricochets off the walls of buildings along the path, then ricochets off the edge of a staircase then though the open gates an ricochets upwards off the car door, and hits a wooden bucket, it spins down and lands onto the guards head. In his confusion he runs tough the gate then trips and hits his head off the bonnet of the car, knocking him out._

 **Spiderman:** Wow!

 **Swift Cloud:** You worry too much City-slick.

 _ **(Spiderman) Remind me to never, ever get on her bad side ... ever!**_

* * *

 **A/N: Comment and Review**

 **Thanks**


	14. Enforced Smackdown

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story.**

 **This is just for fun.**

* * *

 **Chapter 14: Enforced Smackdown**

 **Cobá – Night**

 _Located around two lagoons, the ruins of_ _Cobá_ _has a series of elevated stone and plaster roads radiate from the central site to various smaller sites near and far. The site contains several large temple pyramids; the tallest of them stands about 138ft high ... an amazing sight for the team to behold._

 **Shadow:** Amazing is it not?

 **Spiderman:** Meh ... seen one giant ancient temple, you've seen them all.

 **Antonio:** The _**Nohoch Mul**_ is the tallest pyramid on the Yucatán peninsula.

 **Spiderman:** I hope we'll find the gift shop inside. I was hoping to pick up a chunk of Bronzium as a souvenir for Aunt May...

 **Rocketeer:** Do you ever listen to yourself when you talk?

 **Spiderman:** I drift in and out.

 **Swift Cloud:** (chuckling) that's rich darlin'

 _As Swift Cloud, Rocketeer and even Phantom chuckles at Spidermans quick wit, Hornet uses his binoculars to survey the area._

 **Green Hornet:** Security looks tight; guards are patrolling the grounds near each of the pyramids. Several a stationed at gateways and entrances, even snipers perched on top of the ruins.

 **Phantom:** They appear to be waiting for us.

 **Green Hornet:** Strange, there aren't any signs of excavation on the surface like before ... maybe...?

 **Spiderman:** They've been excavating from inside the Nohoch Mul. The Bronzium mine must be underground.

 **Antonio:** Señor Hornet, can you see my people?

 **Green Hornet:** Hard to say... wait! Some prisoners are being escorted towards one of those pyramids; that might be where keeping the rest of the villagers.

 **Shadow:** What else?

 **Green Hornet:** There appears to be some trucks approaching a warehouse to the east, they're seem to be unloading some kind of hardware.

 **Rocketeer:** What ... supplies? Weapons?

 **Green Hornet:** Don't know, whatever it is, there's a lot of it.

 **Shadow:** We should divide our efforts. Hornet, you and Rocketeer investigate that warehouse; find out what that hardware is. Phantom and I will investigate that pyramid while Spiderman and Swift Cloud take a closer look at the Nohoch Mul.

 **Swift Cloud:** Together at last.

 **Spiderman:** Sounds good to me.

 _ **(Spiderman) Wait is she...flirting with me? Wait! Was I flirting with her?**_

 _ **(Shadow) Try to stay focused Spiderman.**_

 _ **(Spiderman) Oh sorry Shadow.**_

 **Shadow:** Everyone knows their tasks at hand; I have already set up a telepathic link between us. Everyone stay sharp, keep out of sight and doesn't get killed.

 _ **(Spiderman) Life and sole of the party he is.**_

* * *

 **Outside the warehouse**

 _At the entrance of the warehouse, two guards have just finished unloading the cargo from the trucks and are making their way back to their posts._

 **Goon 1:** Finally that's the last of it done.

 **Goon 2:** So what was that stuff?

 **Goon 2:** I don't know but it looks expensive so I guess that's why the boss asked us to guard it.

 _They stand quietly for a few minutes, until suddenly one of the guards is suddenly struck in the face by a gas pellet, startling the other guard as he falls flat on the ground unconscious._

 **Goon 2:** What the hell?

 _He looks down to his fallen comrade before hearing a noise from behind him. As he turns round he finds himself staring down the barrel of a gun, held by a masked man all in green._

 **Green Hornet:** Sleep tight.

Hornet pulls the trigger and fires a round right into the guards face, knocking him unconscious. Meanwhile, as Hornet is hiding the bodies out of sight, Rocketeer makes his way over to the warehouse doors and attempts to open them ... with little success.

 **Rocketeer:** The doors are locked.

 **Green Hornet:** Allow me.

 _Hornet reaches into his coat and takes out his Hornet Sting. Setting it to a low frequency he aims it at the lock. In a matter of seconds it shatters into pieces and both men enter the warehouse._

* * *

 **Meanwhile...**

 _As a squad of 5 guards are patrolling round the perimeter of one_ _Cobá_ _'s_ _pyramids; a lone sniper is perched high up on the structure. While observing the area though his telescopic sight he sees the squad of guards come round the corner but is surprised when he could only 3 of them. Confused, he scans the area to find the missing guards but with no success. He quickly leans over and picks up a portable radio._

 **Sniper Goon:** Hey Samson, where's the rest of your boys?

 **Goon (Samson):** _"What the hell are you talking about ...? ACH!"_

 _The sniper drops his radio and peers back though his scope to find that Delta leader was now on the ground. He then noticed the lone clocked figure now standing over him, then takes aims at the strangers head._

 **Sniper Goon:** Got ya!

 _Just as his finger touches the trigger of his rifle, he suddenly feels something tapping on his shoulder. He looks over his shoulder to see a masked man in a purple jumpsuit kneeling right behind him._

 **Phantom:** My apologies but I didn't want to do this while you weren't looking.

 _Then in one swift motion, Phantom knocks out the sniper with a single punch to the face._

 _ **(Phantom)**_ _**Shadow, can you hear me? That's the last sniper taken care of, I'll meet you inside.**_

 _ **(Shadow)**_ _**Excellent ... Spiderman where are you?**_

 _ **(Spiderman)**_ _**Just tying up some loose ends.**_

 _Just outside the entrance of the_ _Nohoch Mul_ , _Spiderman looks over at his handy work, eight guards webbed up against the mining machinery._

 _ **(Spiderman)**_ _**Cloud and I are just about to head inside the temple ... wish us luck.**_

 _He quickly looks over to the webbed up guards._

 **Spiderman:** You boys just _ **hang**_ around until we get back.

 **Swift Cloud:** Yea, just _**stick**_ together and you'll be fine.

 _ **(Spiderman) Looks like I'm paired up with the only other sense of humour in this dreary era**_ _._

 _Back inside the prison complex, Shadow and Phantom are cautiously making their way down a dark, narrow make shift spiralling staircase towards the prison cells. Just before they reach the bottom, Phantom took a look downwards and spotted three guards sitting around a table, playing cards._

 **Phantom:** Allow me.

 _Before Shadow could object, Phantom leapt over the staircases banisters and dropped 20ft to land on the table and makes the guards literally jump out their seats._

 **Phantom:** Can I buy in?

 _The guards hurry to draw their guns but before they could do anything Phantom sweeps his leg and knocks the closest guard to the ground. He then rolls off the table and charges at one of the guards, disarms him of his weapon by using some impressive Judo skills and knocks him out before turning his attention towards the last remaining guard. But just as the guard aims his pistol at Phantom..._

 **Goon:** What the... I... can't ...move!

 _Suddenly the guard seems to be unable to move, as if his own body is fighting against his own will keeping him locked in place. Then from out a dark corner, The Shadow emerges and walks over to him while specking in a soft echoy tone._

 **Shadow:** Drop your gun.

 _The guard struggles but in the end does what he's told._

 **Shadow:** You will lead us to the prisoners.

 _The guard slowly turns round and begins to walk down one of the nearby corridors, leading the two heroes deeper into the prison._

* * *

 _Deep inside the_ _Nohoch Mul, Spiderman and Swift Cloud are making their way down a dugout passageway. Their route is dimly light by only a few small lanterns, making Spiderman wonder how anyone could find their way in this place and the suffering that the prisoners must go through at the hands of Goblins goons. This suddenly led to another thought..._

 **Spiderman:** Jackie, can I ask you a question?

 **Swift Cloud:** You already did darlin'.

 _ **(Spiderman) Walked into that one.**_

 **Spiderman:** No I just wanted to know; were you really gonna kill that man?

 **Swift Cloud:** Which one?

 **Spiderman** : The one you were performing that juggling act of death to. You weren't going to ... were you?

 **Swift Cloud:** Would it have mattered if I did?

 **Spiderman:** Of course it does! You shouldn't toy with someone's life like that.

 **Swift Cloud:** That yaller works for Goblin; how many lives do you think he's taken? But what's with the concern, I killed those varments back at Coney Island and you weren't bellyaching then.

 **Spiderman:** But what you were doing earlier was just wrong.

 **Swift Cloud:** What does it matter? We got what we needed didn't we? And besides our enemies aren't going to show use any mercy, so why should we?

 **Spiderman:** Mercy and compassion is what separates us from them, by stooping to their level; you're no better than Goblin.

 _Swift Cloud suddenly stops, turns to face Spiderman and slaps him so hard that he falls to the ground As Spiderman looks up he sees the barrel of Swift Clouds revolver bearing down on him._

 **Swift Cloud:** I'm nothing like him, understand! Nothing, we're as different as whisky and tea. Don't you dare compare me to him! Goblin destroyed my home, my life. And when I find him, I'm going to bury him!

 _She had tears streaming down her face, Spiderman looks strait at her._

 **Spiderman:** Jackie, your nothing like him but look at what you're doing.

 _It took a moment but it suddenly dawns on her what Spiderman meant. She raises her gun up to her face and stares at it, and then she slowly holsters it._

 **Swift Cloud:** I'm ... I'm sorry.

 _Before Spidey could say anything Cloud disappears in a flash down the passage way._

 **Spiderman:** Jackie, wait!

 _Spiderman gets up and chases after her._

* * *

 _Meanwhile both Hornet and Rocketeer have been rummaging through the warehouse looking for the mysterious cargo that the trucks brought in. It didn't take too long for them to locate them and pry open one of the wooden crates. But what they found ... made them revaluate the very threat they were facing._

 **Rocketeer:** What is that thing?

 _Hornet reaches inside the crate and carefully lifts out a machine gun, but its design is unlike anything he has ever encountered before; Its massive size suggest it to be some kind of turret armament that can be supported by a mount, though the handle located on top suggest it could be carried by hand. But its most notable feature is its rotating 4 barrel assembly, making it appear that it operates like a Gatling gun._

 **Green Hornet:** I knew that Goblin is creating weapons, but this looks like something out of science fiction.

 **Rocketeer:** What, you mean like ray guns?

 **Green Hornet:** Don't be stupid; this thing looks like it was based off of the MG-34 but far more sophisticated. Look ... it's powered by an electrical motor, which combined with its 4 barrels; it could shred apart anything within seconds. With weapons like these he has enough fire power to take over a continent.

 _He gently puts weapon down and walks away with Rocketeer, but it wasn't long until something else caught their eye. Over at one side of the warehouse they find a line of large objects covered by white sheets. Rocketeer walks over, grabs one of the sheets and pulls it off._

 **Green Hornet:** What in the world?

 _Both Hornet and Rocketeer stare in awe at the metal contraption resting on a stand; to Hornet it looked like a car engine with two "wings" attached to each end, giving it a bat-like design._

 **Rocketeer:** Hornet ... I think this thing is meant to fly.

 **Green Hornet:** What on earth are you talking about?

 **Rocketeer:** Trust me I know a thing or two about aviation science. Look at the thrusters on this thing; it's like my Zero-X4. Also those things that look like wings ... they act as a counter balance and with the pedals on top someone could stand on it. I haven't seen anything like this outside of comic books.

 _ **(Green Hornet)**_ _ **Guys...We have a problem, seems**_ _ **that Goblin is manufacturing advanced weaponry.**_

 _ **(Shadow)**_ _ **Destroy that warehouse, leave nothing intact then meet us outside the mine.**_

* * *

 _As Hornet and Rocketeer set about their new task, Shadow and Phantom have leaded the prisoners outside; Antonio is waiting for them while on guard._

 **Antonio:** You found them, where's the rest of them?

 **Phantom:** We think there may be more of them in the mines.

 **Antonio:** Then I will go with you!

 **Shadow:** No!

 **Antonio:** I must help my people!

 **Phantom:** You can help by getting these people to safety, we will free the rest.

 _More of the villagers hurry their way out of the prison. A pair of them is helping to carry an old man who looks in very bad shape. As they get closer to their rescuers, Antonio recognises the old man and rushes over to them with the look of panic all over his face._

 **Antonio:** Grandfather!

 **Villager:** Antonio? Your grandfather ... it doesn't look good. They were hard on him ... on all of us.

 **Phantom:** he is right, get them to safety, we'll take it from here.

 _Hesitating at first, Antonio decides that his new friends are right and takes over the villager from carrying his grandfather. He begins to lead the prisoners out of the ruins while Shadow and Phantom go back inside to make sure everyone has been freed._

* * *

 _Back inside the_ _Nohoch Mul; Spiderman, after running through a small labyrinth of underground passageways and coming across a few dead guards along the way, finally finds Swift Cloud waiting for him at the end of the tunnel._

 **Spiderman:** Jackie, are you all...

 **Swift Cloud:** Hush ... look.

 _She gestures Spiderman to come closer and as he does so, Spidey gazes in horror at the sight laid before him. The tunnel that the two of teens just emerged from opens out into the massive mining operation taking place beneath the surface. Hundreds of workers are slaving to mine the rocks, place them in steel carts and push along tracks away out and towards different areas of the mine._

 **Swift Cloud:** Con sarn it! We have to help them.

 **Spiderman:** Let's get a little closer.

 _The two teens carefully make their further into the mine, using carts and parts of the terrain as cover to avoid detection from the guards on patrol. That and taking out a few guards along the way made it possible for them to make it across the mining floor without alerting anyone, before finally taking cover behind some rocks. The pair then carefully looked out from their cover and could see Hammerhead along with a raven haired woman watching over a group of miners._

 **Persuasion:** Move it you lazy Mules!

 _Pretty Persuasion; wearing a black leather leotard, black elbow length gloves, fishnet stockings along with black thigh high boots, and a spiked dog collar around her neck. As one the miner's pushes one of the carts, he succumbs to fatigue and falls over. As his fellow miners hurry round him to help, Persuasion walks up to them, extends her hand and forms an energy whip from out of thin air. She begins to mercilessly whip the miner, his screams echoing throughout the entire mine for all to hear._

 **Persuasion:** On your feet worm!

She persists in her savage beating of the poor miner, making him cry out in pain with each and every crack of her whip

 **Persuasion:** I'll make you obey me, now get up!

 _She stops her assault for only a moment, then with great effort the miner was able to get to his feet and continues to push the cart._

 **Hammerhead:** (Whistle) Dolly, you enjoy your work way too much.

 **Persuasion:** Just a teeny bit, and by the way...

 _In a flash Persuasion turns sharply round and cracks her whip at Hammerhead, missing him by mere inches and causing the mobster to duck._

 **Persuasion:** DON'T CALL ME DOLLY!

 **Hammerhead:** YOU CRAZY BROAD!

 **Goblin:** ENOUGH!

 _Just as Persuasion and Hammerhead square up to each other like they were about to tear the other one apart, they stop and turn in the direction of the booming voice. Both Spiderman and Swift Cloud watched as this massive figure emerges from one of the dark tunnels behind them. Yellowed eyed, sharp teeth, pointy ears and green skin; Spiderman's fists clenched as the familiar features of his arch-nemesis, Norman Osborne AKA The Goblin comes into full view. He's flanked by a pair of his guards; however these ones are different from the usual one. They're dressed more military-like, slightly armoured around the chest and shoulders with a red and black colour scheme. Their black helmets bear a resemblance to gas masks and have blood red lenses._

 **Swift Cloud:** Hey City-slick? Is it me or do those varments look a little like you?

 **Spiderman:** Oh great ... Now I have to deal with a bunch of Spidey Cosplay wannabes.

 _ **(Spiderman) I know what you're thinking; "What diabolical plan was Goblin thinking when he cooked these guys up?". But I have a better question; what was Goblin thinking when he was deciding what to wear this morning? Seriously is he wearing suspenders?**_

 **Goblin:** While you two bicker like children, I have been finalising the final piece of my plan. So unless you want me the throw you both back into that zoo and whore house I found you both in, I suggest you keep focused.

 **Hammerhead:** Sorry boss. I was just thinking that...

 **Goblin:** Don't think ... just obey. Now Miss Franklin, I assume that everything is running smoothly down here?

 **Persuasion:** Oh yes Mr Osborn, It's been nothing but eggs in coffee down here.

 **Goblin:** And the production of this mine?

 **Hammerhead:** Almost dried up, we've got most of this stuff out yesterday and its heading to your lab.

 **Goblin:** Excellent; I will tolerate no further delays. Get the rest of the shipment on board the transports immediately, and relocate everything for the next phase.

 **Hammerhead:** Right Boss, so what do you want us to do with this mine?

 **Goblin:** Destroy it.

 **Hammerhead:** What about these Greaseballs?

 _He gestures over to a group of miners._

 **Goblin:** An unfortunate accident?

 **Persuasion:** Oh baby, this is going to be juicy.

 **Spiderman:** Their going to kill all these people. We need to draw them outside, to many prisoners could get in the way, so I'll...

 _But as Spiderman rambled on about his strategy, Swift Cloud was miles away. Ever since Goblin appeared she couldn't take her eyes off him. Every time he laughed or gave his menacing grin she was hit with a flood of emotions; memories kept bubbling to the surface of her mind until finally she snapped. Cloud ran out from cover draws her revolvers and unleashes a barrage of bullets at the Goblin. Buy one of Goblins guards suddenly appeared from seemingly out of nowhere and stood between Cloud and her intended target, taking the incoming fire before collapsing on the ground._

 _ **(Spiderman) That was unexpectedly ... brutal**_

 **Hammerhead:** We got a few party crashers!

 _Hammerhead whips out his duel twin Tommy Guns and opens fire at Swift Cloud; however she keeps using her speed to weave in and out around cover, making it impossible for him to keep her in his line of fire. It wasn't long for Persuasion to get in on the action; using her_ _psionic powers she creates her trademark "whip" and attempts to lash out at Cloud. Suddenly she found herself being blinded by a shot of webbing and as she struggled to rip it off, Spiderman swung down and kicked her off her feet. Next thing he knew his spider-sense kicked in and he instantly turned round and created a wall of webbing to shield himself from the guards incoming gunfire._

 **Spiderman:** Lucky for me I can web up my own cover. It'll take a lot more than bullets to break open this... and... You've stopped firing.

 _Realising the guards stopped firing while he was talking; Spiderman peeked over his web-wall and noticed that the guard had placed explosives all around the other side of his wall._

 **Spiderman:** Now that's just sneaky.

 _He swings away just in time to escape the explosion as the bombs detonate. However he was still caught in the force of the explosion and was thrown off balance, causing him to fall hard on the ground. Spiderman manages to get to his feet as a familiar acquaintance approaches._

 **Goblin:** Well isn't this a surprise ... Spiderman! It's been too long.

 **Spiderman:** About 80 years ... depending on which way you want to look at it.

 **Goblin:** And already blending in I see ... Yes, yes, very Noir. Far better than those red and blue pyjamas that you're so fond of.

 **Spiderman:** Don't knock the classics. See you got a new wardrobe too. What store did you go to ... the "Tall, Green and Ugly"?

 _ **(Spiderman) Even though trading quips with Mickey Goblin here is fun and all. I should probably work on a way for getting Jackie and me out alive.**_

 **Goblin:** Though I would love to stay and reminisce about the good old days. I regret that I have business elsewhere. As they say "history waits for no man".

 **Spiderman:** You're not going... wait! Is that really how that saying goes?

 _Before he could get an answer to his question; both of Goblins guards opened fired at Spiderman, making him jump out of the way and allowing Goblin to run off into one of the nearby tunnels ... laughing menacingly as he goes._

 _ **(Spiderman) Guys, Goblins down here but he's getting away. Jackie and I are a little preoccupied down here. Someone get after him.**_

 _As Spiderman lands back on the ground and looks back at his attackers, he only just then realises that_ _ **both**_ _of Goblins guards were aiming their weapons at him._

 **Spiderman:** Hang on a minute; didn't Cloud already gun down one of you ... at point blank range?

 _They respond to his question by cocking their weapons and firing its secondary function; a grenade launcher. Luckily Spiderman was fast enough to leap out of the way, but the guards used this time to escape after their boss. As soon as Spiderman lands back on the ground, he suddenly feels something wrap around his neck, chocking him and pulling him backwards until he finds himself being face to face with Persuasion._

 **Persuasion:** Fast moves, I like that in a man.

 _As Spiderman is still being half choked by her whip, she raises Spiderman's mask so his mouth is exposed and kisses him passionately on the lips. And while this is going on, Chiby Spidey appears on top of Spidermans head._

 **Chiby Spidey** _ **:**_ When did he get so popular with the ladies?

 _Then from out of nowhere; Hammerhead came hurtling from across the mine and knocked into Persuasion. The pair of them where knocked to the ground as Swift Cloud rushed over to stand beside the still confused Spiderman._

 **Swift Cloud:** Back off you hussy.

 _She draws one of her revolvers and open fires at the pair of mobsters, forcing them to quickly take cover._

 **Swift Cloud:** Come on! We need to wiggle on after Goblin!

 **Spiderman:** No we need to help the people here.

 **Swift Cloud:** But...

 **Spiderman:** Watch out!

 _Grabs hold of Cloud and web swings her out of the way of Hammerheads Tommy gun fire._

 _ **(Spiderman) And besides ... we have to take care of these clowns, Goblins gonna half to wait.**_

* * *

 _Meanwhile back outside the Nohoch Mul; Shadow and Phantom approach the mines entrance._

 **Shadow:** Our comrades need us!

 _Before they reached the entrance, a series of knifes fly out from nowhere and hit the ground in front of them._

 **Vulture:** You're not going anywhere.

 _The two heroes look up to see the Vulture perched halfway up the side of the pyramid, and then they noticed a lone figure emerging from the dark entrance; wearing a purple pin stripe suit, black shirt and a red tie. He looked different from before but Shadow recognised him all the same._

 **Shadow:** Chameleon ... Apparently we meet again for the first time.

 _As Chameleon isn't known for being a talker, he just points his advanced shotgun at the pair of masked men and started firing a few rounds as they duck out of the way._

 **Shadow:** Tonight you feel the Shadows wrath!

 **Phantom:** This might keep us busy.

 _ **(Phantom) Hornet, Rocketeer ... We're pinned down and could use some assistance.**_

 _ **(Green Hornet)**_ **Afraid we got our handful here.**

 _Back at the warehouse; Hornet and Rocketeer had just finished placing Hornets homemade explosives when they were suddenly ambushed by Fancy Dan, Montana and Ox. The three of them armed with some of Goblins new weapons and look egger to use them._

 **Fancy Dan:** Well looks like we got ourselves a _**wingding**_ , boys.

 **Green Hornet:** Looks like it's just us two.

 **Rocketeer:** This ... is going to be messy.

* * *

 **A/N: Comment and Review**

 **Thanks**


	15. A Legend Reborn

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy.**

* * *

 **Chapter 15: A legend Reborn**

 **Tulum** **Pueblo** **– Night**

 _After being freed by Shadow and Phantom; the villagers, lead by Antonio managed to requisition some of the trucks used by Goblins men and have almost made it back to Tulum safely. As they get closer to the outskirts of the town, Antonio is sitting at the back of his truck tending to his grandfather Joaquin. Unfortunately he is in a bad way; the days he spent at each dig site, under the ruthless supervision of Goblins men have taken their toll on his health. Antonio is doing what he can but in the end it's out of his hands._

 **Joaquin:** "Cough!" "Splutter!"

 **Antonio:** It's alright, your nearly home Grandfather ... get him some water.

 _Luckily the trucks still had some supplies when they took them; canisters of water, a little food and some medical supplies. One of the other villagers came over with one of the canisters and poured water into Antonio's cupped hand which he offers to his grandfather._

 **Antonio:** Here, drink this.

 _His grandfather does so but with great effort. He continues to coach and wheeze as he struggles to breathe, then the villager beside them moves over to the opposite side to check the old man more closely. She lets out a sigh and faces Antonio._

 **Villager:** Antonio ... I don't think ... he'll last much longer.

 **Antonio:** No ... no! Grandfather you can't... you're going to be fine.

 _His Grandfather lets out another fit of coughs, followed by a few gasps of pain. Antonio does what he can but he can't think of what else to do._

 **Joaquin:** Anto...

 **Antonio:** Save your strength Grandfather.

 **Joaquin:** Anto ... Thank you ... for coming for ...us...

 **Antonio:** I should have been here!

 **Joaquin:** That's ... my boy. Ever the brave ... and ever the fool.

 _The young man couldn't help but chuckle at those words, the words he heard his grandfather say often when he was growing every time he did something reckless and stupid. Just then he noticed that his grandfather was attempting to undo the top of his shirt. At first Antonio tried to button him back up but the old man persisted until he was able to reach inside his shirt and pull out the chain tied round his neck. At the end of his chain was a ring, that he placed in Antonios hand._

 **Joaquin:** Here...

 **Antonio:** What is it?

 **Joaquin:** Your legacy Anto... use it... It'll unlock the secret of our family... the truth of the de la Vegas.

 **Antonio:** I ... I don't understand.

 **Joaquin:** Just ... remember. I'm ... so proud that ... you ... grew into the man ... I once ... wanted ... to be.

 _His breathing softened, his eyes closed slowly, then while in Antonios embrace; his grandfathers body fell limp and he died. Antonio just sat there beside his grandfather, sobbing quietly as the trucks finally reaches Tulum Pueblo._

* * *

 _ **Tulum Pueblo**_

 _As most of the villagers head back to their homes on arrival to tend to their injured, Antonio carries his grandfather to their family's large villa at the far edge of town overlooking the Caribbean Sea. As he enters inside, Antonio takes his grandfather up the stairs and towards his bedroom. Gently he lays him down on the king sized bed and covered his grandfather with the bed sheets. He sits with his grandfather for a while before deciding to leave him in peace._

 _So Antonio left the bedroom for the villas study. The young man walks over to the drinks cabernet and pours himself a whisky before sitting down at the desk. After about a minute of drinking his sorrows, Antonio looks up at the family portrait placed above the fireplace. He sees his parents sitting beside his 10 year old self while standing behind him was a younger version of his grandfather. Memories start to flood back into Antonio's mind; with one in particular that occurred in this very room so very long ago._

* * *

 **20 years ago...**

 _A young Antonio was playing with his toys in the middle of his grandfathers' study; he knew he wasn't allowed in there but he couldn't help himself ... especially when his grandfather wasn't home. He quickly grew bored of his toys and started to explore the study, soon making his way towards the large desk. He managed to climb up onto the chair and look about on the desks surface before coming across a red leather bound book ... his grandfather's journal. Just as he was about to open it, the study door opens and Antonio's grandfather walks inside._

 **Joaquin:** Antonio! I've told you not to come in here, have I not?

 **Antonio:** Sorry grandfather ... I was just...

 _The boy looked down at the ground and suddenly grew quiet. Seeing this, Joaquin sighs and walks over to his grandson, kneeling down beside him._

 **Joaquin:** I'm sorry for snapping Anto. You were only curious, but you should never touch what isn't yours, right?

 **Antonio:** Yes grandpa.

 **Joaquin:** I know I haven't been around a lot in the past few weeks ... ever since your mothers and fathers passing. But I promise you, I will always be here for you; even when it seems I'm not.

 _Antonio only shrugged his shoulders in response, still a little upset. So in an effort to cheer him up, Joaquin decided to have some fun._

 **Joaquin:** So ... young Anto. Would you like to know a secret?

 _And on that note, Antonios' eyes lit up and he looked up to his grandfather while practically jumping up and down on the chair._

 **Antonio:** A secret? I love secrets grandpa!

 **Joaquin:** I know you do; and what a secret it is ... something that only a true de la Vega can know.

 **Antonio:** But I am a de la Vega! So you can tell me now grandfather ... you can tell me the secret.

 _His grandfather stands back up and walks over to an umbrella stand to takes out a couple of walking canes._

 **Joaquin:** Tell you what ... Let you prove yourself. Only a de la Vega whom skill with a sword is legendary can be permitted to know the family secret.

 _Antonio rushes toward his grandfather whom hands him one of the canes; the two of them salute each other and then engage in a mock sword fight. Antonio waves his cane at his grandfather but Joaquin effetely dodges out the way and parries all of his grandson's attacks. He then playfully swings his cane about, forcing Antonio to duck and run under the study's desk as his grandfather gives chase. After a few more minutes of "fighting", Antonio lunges at his grandfather, only to have Joaquin catch his grandsons cane with his own. Spin it round clockwise so fast a few times that Antonio loses his grip and his cane flies out of his hand only to be caught by Joaquin._

 **Joaquin:** Excellent Anto! You form has improved. Keep training and one day you might be a great swordsman like me ... and on that day, I may tell you that secret.

 _He takes Antonio by the hand and leads him off to the dining hall for something to eat. They spent an enjoyable evening together before being tucked into bed by his grandfather._

* * *

 **Present...**

 _Thinking back; it was after that day that Antonio started to practice hard, sometimes for hours at a time until his grandfather started to personally instruct him in the ways of the sword. It was tough and painful but Antonio managed to achieve a level of skill with a sword to rival even the greatest of masters. However he never finished his training; he longed for the day when he wanted to leave and explore the world. But his grandfather was so insisted that he stayed to finish his training that eventually they came to blows and Antonio left Tulum one day without telling anyone, so that he could live his adventurous life._

 **Antonio:** I'm sorry grandfather ... I should never have left.

 _Just as he was about to refill his glass, he hears a loud banging noise coming from the front door. Antonio rushes through the hallway to reach until he reaches the door and opens it. Standing outside is a young boy, about 14 years old and acting in a panic._

 **Antonio:** Rafael! What is wrong?

 **Rafael:** Señor! Señor! The masked men ... they are in trouble!

 **Antonio:** What! How do you know this?

 **Rafael:** They freed us ... we were the last ones out. But just as we left I saw them heading towards the mines ... then there were the bad men ... they need help.

 **Antonio:** They can look after themselves. Go tend to your mother.

 **Rafael:** No! They need help ... they helped us!

 **Antonio:** There's nothing we can do ... just go home.

 _The young teen was left speechless. He turned away and started to walk down the steps of the villa before turning back suddenly to yell at Antonio._

 **Rafael** : Your grandfather was a great man. Everyone went to him and the de la Vegas for help. He always spoke highly of you but he was wrong! You only ever cared about yourself.

 _And on that he ran off back towards the town, leaving Antonio to stand at the front door._

* * *

 _He goes back inside shortly after his visitor left and returns to the study. He refills his glass and raises it up to his lips but lets it sit there without drinking. Then in a burst of rage he flings the glass across the study and straight into the fire. A burst of flames exploded from the fire place and made Antonio jump in shock. When the flames died back down he walked over to the mantle to examine the damage he caused._

 _As he knees down in front of the fire, something caught his eye just above the fire on the mantle. He takes a closer look and sees that it's a circle slot with and emblem inside; three crossed swords creating a "Z". Suddenly remembering that the ring his grandfather gave him had a similar emblem, he took it out and compared the two of them ... they were the same. Then Antonio thought back to the last words his grandfather said to him._

 _ **(Joaquin**_ _ **) It'll unlock the secret of our family... the truth of the de la Vegas.**_

 _Antonio looks back at the slot with great interest. Then making his choice he puts on the ring and places it in the slot until he hears a clicking sound. Next thing he knew the fireplace shuddered slightly before moving backwards into the wall. Then after a few feet the fireplace descended into the ground to reveal a hidden entrance. Surprise would be an understatement to what Antonio was felling right now, but knowing that he couldn't turn back now he ventured forth through the secret entrance just before the fireplace automatically closed behind him._

* * *

 **Cobá – Night**

 _If anyone had been viewing the ruins of_ _Cobá from a distance, they would think that a huge firework celebration was taken place; sadly this is not the case. In the courtyards in front of the_ _Nohoch Mul, the masked vigilantes Shadow and Phantom are locked in a deadly encounter with Vulture and the Chameleon._

 _The Shadow has his twin pistols drawn and is unleashing a barrage of gunfire down upon Vulture as he leaps around the area; however he is proving to be too quick and agile for Shadow to get a clean shot. It wasn't long until Vulture started countering Shadows attacks by throwing his talon knives at the masked man. After narrowly avoiding a few, Shadow retreats into the shadows of the pyramid and disappears, Vulture lands near where he last stood, scouting the area._

 **Vulture:** Come out come out where ever you are! I'mmmmmm Hungryyyy!

 **Shadow:** (Menacing laughter) Then allow me sustain your appetite.

 _Suddenly Vulture is knocked to the ground buy a series of invisible punches, he slowly gets up and sniffs the air around him before lunging into the darkness, pinning Shadow to the ground and wrestling with his hands._

 **Vulture:** It's time for the Vulture to feasssssst!

 _The deranged cannibal opens his mouth to revel is sharp teeth and tries to take a bit out of Shadow, Luckily the Phantom appears as if from nowhere and grabs the bird man from behind then tosses him over head to land face first in the side of the pyramid._

 **Phantom:** He really should consider dieting.

 **Shadow:** Where's Chameleon?

 _As if on cue, Chameleon steps into view and aims his shotgun at them. He fires a few rounds but the two heroes manage to leap out of the way as the shots hit the ground around them and explode on impact. Phantom leaps across to the other end of the courtyard and stands directly opposite his opponent. Chameleon aims his weapon at him; Phantom draws one of his pistols._

 **Phantom:** There's an old jungle saying...

 _Chameleon pulls the trigger as Phantom dives forward to avoid the impact. As he recovers from his forward roll, Phantom fires a single shot at Chameleons shotgun, knocking it clean out of his hands. Finally he rushes towards his opponent and manages to land a high kick square into Chameleon's chest, knocking him flat on the ground._

 **Phantom:** "Never take aim at the Phantom".

* * *

 _While back in the warehouse, Green Hornet is holding his own against Fancy Dan in a fist fight; though Hornet does have some basic hand to hand combat training, he is not as proficient as Fancy Dan. After blocking a few incoming attacks, Hornet tries to counter with a punch; however Fancy Dan uses his Judo to grab his arm and throw him over his shoulder, knocking him into a crate and falling onto the ground. Slowly Hornet staggers to his feet._

 **Green Hornet:** Ah! Why didn't I bring Kato along?

 **Fancy Dan:** Say goodnight freak!

 _He draws his gun and aims it at Hornet. Thinking on his feet, the green clad gangster drops a smoke pellet onto the ground that suddenly surrounds him in a green smoke. Fancy Dan fires a few rounds of his Hi-Tech gun into the smoke, and after a few seconds the rounds explode, sending debris flying everywhere. The mobster waits for the smoke to clear, only to find that the Hornets body is nowhere to be seen._

 **Fancy Dan:** Where'd you go?

A _s he searches for his missing target. Rocketeer is at the other end of the warehouse, hovering around the scaffolding above, dodging the crates being thrown at him by Ox._

 **Ox:** AH! Get down here and fight!

 **Rocketeer:** Whatever you say big guy.

 _Rocketeer dives straight downwards and flies directly into Ox, slamming him into a set of scaffolding that starts to collapse on top of him._

 **Rocketeer:** He's not getting up.

 _From out of nowhere, a lasso finds its way around Rocketeer's foot. It grows taught then pulls Rocketeer closer to the ground. He looks down to see Montana holding the other end of the lasso and laughing at him._

 **Montana:** Gotch ya boy!

 **Rocketeer:** You know what? You might want to hold on tight.

 _Rocketeer fires up his rocket pack and files off._

 **Montana:** Oh crap...

 _Rocketeer pulls Montana off his feet and while keeping low to the grounds surface, drags Montana along the narrow paths between the crates. While making no effort to prevent Montana from slamming into the passing crates as he changes coarse._

 **Rocketeer:** You still hanging in there?

 _Suddenly Ox appears ahead of him and surprises Rocketeer with a haymaker to the ground. Montana doesn't slow down and zooms past them, crashing head first into some crates. Rocketeer gets up and finds himself face to face with Ox; he swings a punch at him, smacking him in his cheek... Ox doesn't flinch. Rocketeer punches him again, still nothing. So he decides to kick him in the crotch... Ox still stands completely unaffected._

 **Rocketeer:** No way!

 _Ox grabs him and lifts him up over his head then throws him clear across the warehouse before landing amongst the gliders in storage. As Rocketeer struggles to his feet, Hornet appears and gives him a hand up._

 **Green Hornet:** How you holding up?

 **Rocketeer:** I think I have them on the ropes.

 _Hornet chuckles at his comrades remark but falls silent as they both here the crashing sounds of something approaching them. They look round to see Ox charging towards them at full speed._

 **Rocketeer:** Thoughts?

 **Green Hornet:** This is going to hurt ... a lot.

* * *

 _While Green Hornet and Rocketeer deal with their predicament,_ _Spiderman and Swift Cloud are now trying to draw Hammerhead and Pretty Persuasion out of the mines and into the open. Spiderman is avoiding Hammerheads charges while Swift Cloud is down on her knees with Persuasion right behind her; one foot placed on her back and chocking her with her Psionic whip._

 **Persuasion:** Doe's it hurt?

 _She applies more pressure that causes Swift Cloud to struggle more to breathe. Spiderman notices this and has an idea. He swings down from above and takes his coat off then holds it up like a bull fighter. Hammerhead, still dazed by hitting so many stone walls, turns to him and charges forward with his head down._

 **Spiderman:** Toro! Toro!

 _He moves just as Hammerhead reaches him, he jumps over and pulls the coat over his head. Unable to see, Hammerhead steers off course and while being led by Spiderman, hits Persuasion, knocking her to the ground and releasing Swift Cloud. Spiderman quickly grabs Cloud and web swings the pair of them towards the tunnel entrance._

 **Spiderman:** Don't worry, I got you!

 **Swift Cloud:** Bet you say that to all the girls.

 _They land just outside the tunnel entrance and turn to see Hammerhead and Persuasion stagger to their feet._

 **Spiderman:** Oh Flattop Jones, Pretty Pathetic, come and get us!

 _Spiderman runs up the tunnel with Swift Cloud right behind him._

 **Swift Cloud:** Tell me we are not retreating?

 **Spiderman:** Were not retreating, were advancing...in the opposite direction. Look we need to take this fight outside, away from the miners.

 **Swift Cloud:** How are you sure they'll follow us?

 _Gun fire is heard coming from behind them, and its getting closer._

 **Spiderman:** Pretty sure.

* * *

 **Tulum – Night**

 _It's been a few minutes since Antonio found the secret entrance and started making his way down a very narrow passage way. When he reaches the end, Antonio finds an old lamp with matches inside hanging up on the wall next to him. Despite the lamps age, he was able to light it so he could hold it out in front of him and illuminate the space he now finds himself in._

 _Apparently the route had led him into a large underground cave, but it had been refurbished into some kind of bunker. As Antonio took in his new surroundings he could tell that he must have been the first one to set foot inside for years. Everything was filthy, dust and cob webs covered everything from the old display cabinets placed all around the cave to swords mounted on the wall, giving it the feel that this place belonged to a bygone era. At one corner of this cave there appeared to be a makeshift training area; filled with straw dummies and various other mounted targets._

 **Antonio:** What in the world is this place?

 _He ventured further inside and examined a few of the display cases; each containing various weapon like decorative swords, knives and pistols. However they all seemed to have seen better days, most were rusted or poorly maintained. As he looked away from the display, Antonio noticed a large antique wooden cabinet at the far end of the cave. Curious, he made his way over to it and attempted to open its door. However it appeared to be locked, so thinking on his feet he ran over to one of the display cases, opened it up and took out one of the old flintlock pistols. He checked to see if it was loaded then went back over to the cabinet._

 _Antonio aimed the old flintlock pistol at the lock and pulled the trigger. To his surprise the pistol still worked; there was a loud bang and a thick puff of smoke, but his idea worked, the lock blew off and Antonio started to open the cabinet door. It was stiff due to the years of being locked down here but he was able to successfully open the door and raised his lamp to see what's inside._

 _What Antonio saw nearly made him drop his lamp in shock; inside the cabinet was a manikin wearing a black outfit along with a fancy rapier sword mounted next to it. Recognising it as something he thought only existed in his grandfathers stories, Antonio backed away slowly until he accidently knocked into one of the display cases. The sudden jolt caused a hidden draw to spring open from the side of the case and catch Antonio's attention. In this draw was a red leather bound book, something he remembered all too well._

 **Antonio:** Grandfathers journal?

 _He picked it up, but as he did so something fell out of its pages and onto the floor. Antonio picked it back up only to notice that it was a letter addressed to him. Recognising the handwriting as his grandfathers he hastily opened it and began reading, hearing his grandfather's voice as he reads on._

" _ **My dearest Anto**_

 _ **If you are reading this letter; then I am no longer with you. Though it saddens me that I would not be able to explain everything to you myself; I am thankful that you have arrived at what I knew would someday be your destiny. I have done all I can to prepare you for the challenges that lie before you, but it seems you must begin this journey ... alone.**_

 _ **So remember your training Anto; and I know you will be as great a swordsman as your forefathers before you. It pains me that you must be burden with this responsibility alone; such has it been in our family for generations. But every generation has its own evil and so every generation needs a de la Vega to ride the wind, wield the sword ... and to wear the mask.**_

 _ **It is your time ... your loving grandfather**_

 _ **Joaquin"**_

 _Tears escape from Antonio's eyes and dripped onto the letter as he finished reading it. He quickly pocketed the letter and took a moment to catch his breath after learning about this massive revelation about his family._

 **Antonio:** It's true ... It was all true.

 _Suddenly the boy Rafael came to the front of Antonios mind; remembering everything that the boy told him, Antonio looks back up towards the open antique cabinet and the contents within. After mentally coming to the most important decision of his young life, he strolled over to the cabinet and took out the Rapier sword. He grabbed it by its hilt and slowly removed the sheath, revealing that unlike the other weapons in the display cases, this sword seemed flawless, untouched ... perfect. Its hilt and guard were made of pure gold and wove around his hand in a fancy decorative pattern. Its blade was polished to a near shine that reflected the light of even Antonio's dimly lit lamp._

 _This weapon was of master craftsmanship and a work of art. While examining it more closely Antonio found on the forte part of the blade a small symbol carved on the side. On closer expectation he saw that it was a single letter ..._ _"_ _ **Z**_ _"._

 **Antonio:** Maybe it is my time; time to help the people of Tulum ... the people of Mexico.

 _He took up a fighting stance and started to practice his swordsman skills. He remembered his training very quickly; advancing from the basic skill set to the more complex, advance techniques after only a few minutes of swinging his sword._

 **Antonio:** But first ... I have a debt to repay.

 _He walks back over to the antique cabinet and examines the outfit inside. Like the weapons around the cave, it too had seen better days; its torso had a few holes and tears, the seams of the trousers were worn from age and had bits of material hanging off it. Suddenly an idea came to mind and Antonio gathered up the outfits hat, cape, gloves and mask then hurried back up to the caves exit and towards the villa; though he had to be fast ... time was not on his side._

* * *

 **A/N: Comment and Review**

 **Thanks**


	16. Bring a Sword to a Gunfight

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy**

* * *

 **Chapter 16: Bring a Sword to a Gunfight**

 **Cobá – 1936 – Night**

 _Outside the warehouse near the Nohoch Mul, you wouldn't have guessed it was storing weapons and technologies so advanced that they were like something out of science fiction. Nor even one of the most obscene battles ever was taking place within. That was until Hornet came smashing though the wall and landing outside amongst debris, followed shortly by Rocketeer not long after and landing right on top of Hornet._

 **Green Hornet:** This ... isn't going to well.

 **Rocketeer:** You don't say?

 _Suddenly the behemoth Ox emerges from the huge hole he recently made and staggers towards the two heroes. But from out of nowhere Phantom lands on Ox's shoulders and starts smashing the thugs face with his fist with such force, Ox begins to lose his balance and tries to shake him off._

 **Phantom:** Old Jungle saying; "nothing likes to get hit on the nose."

 _As Phantom is busy with Ox, both Fancy Dan and Montana make it outside. Dan open fires on the Phantom, grazing him and forcing him to abandon is assault on Ox._

 **Montana:** You wacky mook, you could 'a hit Ox!

 **Fancy Dan:** Shut ya cake hole!

 _While the two of them argue, they're completely unaware that something is sneaking up on them. Then before they knew it, something grabs hold of the back of their heads and smacks them together. As the pair of them fall to the ground, Shadow appears from thin air and clasp his hands together._

 **Shadow:** Fools.

 _After recovering from his ambush, Ox notices Shadow and charges towards him. But before he reaches him, Ox suddenly gets struck in the face by one of Hornets galls pellets. Disorientated, Ox veers off course and crashes into the side of the warehouse, knocked out. Shadow looks over to see Hornet sitting up and aiming his gas gun towards his direction._

 **Green Hornet:** Sleep tight.

 _Hornet winches in pain as he tries to get up, but then he finds Shadow standing over him, offering his hand for Hornet ... who accepts._

 **Shadow:** Impressive shot ...can you stand?

 **Green Hornet:** Surprisingly ... yes.

 _As Shadow pulls Hornet to his feet, Phantom joins up with them. He looks down and sees Rocketeer still on the ground._

 **Phantom:** Are you alright friend?

 **Rocketeer:** I just got knocked through a solid wall ... I'm ok.

 **Shadow:** Then let's head for the mine ... our comrades need us.

* * *

 **Nohoch Mul mine entrance**

 _After spending a few minutes leading their pursuers around the network of tunnels, Spiderman and Swift Cloud finally reach the entrance of the mine, with the two enforcers hot on their heels._

 **Spiderman:** You know what to do?

 **Swift Cloud:** Ready when you are, darlin'.

 _Spiderman fired a web line at one side of the entrance and moves to the opposite side, pulling on the web, making it taught. Swift Cloud stands at the mouth of the entrance waiting, as the two enforcers come into view._

 **Swift Cloud:** Over here you pair of cultus!

 _She turns round and starts goading the enforcers by smacking her backside._

 **Swift Cloud:** Think you can hit this?

 _As she continues her goading, Spiderman couldn't help but notice her..._

 _ **(Spiderman) Dude ... Subtle much? Although, it is very nice ... reminds me of Ava's ...wait where did that come from?**_

 **Hammerhead:** You're gonna get pummelled, sweet cheeks!

 _ **(Spiderman) Well ... that was some unpleasant imagery?**_

 _Hammerhead lowers his head and charges at full speed at Cloud. But before he reaches her, Cloud speeds away from the entrance, and then he trips over the web line and falls flat on his face._

 **Persuasion:** You twit!

 _She runs up and jumps on then over Hammerhead. As she's in mid fight, Spiderman ensnares her with his webbing and pulls her to the ground as well. Persuasion looks up and sees Swift Cloud still mocking her._

 **Persuasion:** YOU STUPID BIC...

 _Before she could finish, Spiderman webs her mouth shut._

 **Spiderman:** Now, now ... no one likes a potty mouth.

 _Swift Cloud walks over to Hammerhead while he's still in a daze; she draws her revolver and smacks him in the head with the handle._

 **Swift Cloud:** We rustled up these varments nicely.

 **Spiderman:** Looks like they both had a pleasant trip.

 _(Sound of a single cricket)_

 **Shadow:** I'm trying to decide what hurts more; Toomes teeth or your puns.

 _The two young heroes turn to see the rest of their team behind them._

 **Spiderman:** And who said you don't have a sense of humour. Great job guys, up high!

 _He raises his hand but everyone just stares at him._

 **Spiderman:** Hahaha ... this is awkward.

 _While Spiderman is left "hanging"; Phantom whispers to Hornet._

 **Phantom:** Where did you find this boy?

 **Green Hornet:** He was left on the doorstep in front of Spooky's place.

 **Shadow:** Enough! We've been distracted long enough. We have to get to the mines ... Hornet, do the honours.

 _Hornet takes out a detonator and presses the button; a second later a massive explosion could be heard and smoke was rising up from where the warehouse used to stand._

 **Rocketeer:** Wow! Those things really pack a punch.

 **Green Hornet:** Their made of a special combination of nitro glycerine and...

 **Swift Cloud:** Will you two ladies stop gawking and get moving!

 **Green Hornet/Rocketeer:** Yes ma'm!

* * *

 _The group start heading back towards the mines entrance, until suddenly..._

 **Spiderman:** Oh boy, Spidey sense going haywire!

 _Next everyone heard a strange loud humming noise coming from above. They all look up and they saw descending from the sky above; Goblin ... mounted on his own personal glider. But he wasn't alone ... he was followed by an entire squadron of gliders. Each mounted by the same red and black goons that Spidey faced in the mines._

 **Spiderman:** Goblin!

 _The Goblin and his men fly down and encircle Spidey and his team; each dropping an arsenal of fire bombs around the small group, trapping them in a ring of fire. With the gliders now around them, cutting the heroes off from any kind of escape, Goblin separates himself out._

 **Goblin:** Ah Spiderman! How do you like my new and improved subordinates?

Before Spiderman could answer; Swift Cloud used her powers to draw her revolvers and shoot every one of Goblins men in the head. However this wasn't as effective as the team hoped. Goblins men were still standing upright, despite having holes in their heads. Then Spiderman watched in shock as the bullet holes started to disappear and their heads were reformed. He now knew what they were.

 **Spiderman:** Symbiotes!

 **Goblin:** Improved Symbiotes ... capable of functioning effectively without a host. The perfect combination of genetics and technology, while being armed with the most advanced weaponry. They are my elite ... my perfect Spider Soldiers.

 **Spiderman:** So you've created a set of mindless, ugly, disgusting goons ... well, misery loves company.

 **Goblin:** Ever the comedian, I hope your new friends appreciate your witty banter more than your previous lot.

 _Tired of feeling like a spectator; Shadow steps forward to address Goblin._

 **Shadow:** First encounters ... usually warrants an introduction.

 **Goblin:** Oh there's no need for that, I know exactly who each of you are; the mysterious Shadow, you've interfered with my operations once too often. Green Hornet ... crime lord of Chicago, I must admit I'm surprised that you choose to join a group of low life vigilantes than accept my offer.

 **Green Hornet:** Well considering what you did to my competition ... I think I took the better option.

 **Goblin:** Oh I think not. And what do we have here? If it isn't the famous sideshow the Rocketeer; tell me, how does a Barnstormer get involved with a group like this?

 **Rocketeer:** Sideshow? Your one to talk!

 **Goblin:** And let us not forget the so called "Ghost Who Walks" ... I've heard the legends and I can't say I'm impressed.

 **Phantom:** You know, there's an old jungle saying; "Believe none of what you see and only half of what you hear".

 **Goblin:** Enlightening ... and...

 _He looks over at Swift Cloud, who just stares at him with the most venomous glare._

 **Goblin:** I don't believe we've met young lady?

 **Swift Cloud:** No ... But I've been waiting to meet you for a coons age. Remember a little town called Rango?

 **Goblin:** Rango? ... Rango? Oh yes I remember ... that was a fun Tuesday.

 _Blinded by rage, Cloud draws her other revolver and open fires at Goblin. In an instant, one of Goblins Spider Soldiers used its symbiotic abilities to block each one of Clouds shots. When she eventually ran out of ammo, the soldier swung a long black tentacle down at Swift Cloud, knocking her off her feet. The rest of Spideys team drew their weapons as Spiderman himself helps Cloud back up. However Goblins men also arm their weapons and train them on their targets. Creating a standoff that put the heroes at a huge disadvantage._

 **Goblin:** Now, now ... let's not get too excited. You know your weapons are no match for my creations; so I suggest you drop them.

 _Unfortunately they all know he's right so hesitantly, they disarm themselves._

 **Goblin:** See, that wasn't so hard; now unlike the wall crawler here whose fate is already sealed? The rest of you have a choice; join me and you can have a place in my new world.

 **Green Hornet:** You really believe that any of us would help you in your insane plan?

 **Shadow:** O'Brien, Fellows ... you will receive the full force of retribution for their deaths Osborne.

 **Goblin:** Lives must always be sacrificed in the creation of a new world; suffering is the catalyst that drives change. It wasn't long ago since mankind was taught this lesson ... in fire, blood and anguished. You understand this ... Shadow.

 _The black clad vigilante couldn't help but think back to near twenty years ago ... a time he tries so hard to forget; the horror and mindless savagely of violence that was the Great War. He remembers running for his life through the trenches, the smell of mustard gas and the deafening gunfire from heavy artillery at night._

 **Goblin:** Be thankful ... if not for me, you all would soon learn that lesson too.

 **Rocketeer:** What does he mean by that?

 **Goblin:** That with the power I now posses; I will make a better world than the one that awaits you.

 **Shadow:** The Bronzium?

 **Phantom:** An entire world with a face like yours? Call me old fashioned but I think we like this world the way it is.

 **Goblin:** Old fashioned is right, would you like to know what the future says about your little group? ... Nothing! You are relics from a primitive era, soon to be forgotten ... lost in the whispers of time.

 **Phantom:** The future is not written in stone!

 **Goblin:** Really, then maybe you should ask your dear leader. I'm sure his past will make you think hard about what is coming. But I grow tired of this...

 _Goblin raised his hand and signalled his men to start launching a series of pumpkin bombs down onto Spideys team, as they explode them release a thick gas that knocking them out within seconds._

 **Goblin:** Take them inside and bury them with the rest ... who knows, maybe they'll be the prize exhibit in a museum in a hundred years.

 _He laughs menacingly as each one of his men swoop down and collect a member of the group of heroes, carrying them off to the mine._

 **Inside the Nohoch Mul mine - few hours later**

* * *

 **Spiderman:** Err! Where...? What ...What happened?

 _As Spiderman is waking up to a splitting headache and blurry vision however he tries to survey his surroundings. He managed to make out that he, along with the rest of his team are chained down in a kneeling position and placed along the tracks of the mine. As his senses begin to return he could hear mass shouting coming from directly opposite them. He looks over and sees the rest of the kidnapped villagers, crammed into cages, begging to be free. Amongst them are men, women, and the elderly and even small children._

 **Spiderman:** Oh no!

He struggles with his chains, but it's made clear that even with is enhanced strength, he could free himself.

 **Spiderman:** Wait! Why can't I get free?

 **Persuasion:** The gas in your bloodstream is another one of the boss's inventions. It has a paralyzing effect on your muscles.

 _Persuasion walks from behind Spiderman and kneels in front of him leaning in. Spiderman feels weird, like his blood was boiling, butterflies in his stomach and his breathing grows sharper._

 **Persuasion:** You can still move but you won't have much strength in those stringy arms of yours.

 _She places her hands on each of his biceps and slowly feels her way upwards to around his neck, choking him slightly and then pulling his mask up to expose only his mouth. Though trying desperately to resist, Spiderman couldn't help but get strangely aroused each second by her unwanted advantages._

 _ **(Spiderman)**_ _**Pull yourself together Spidey!**_

 **Persuasion:** It wears off after a while, but that won't matter.

 _She looks over to the side. Curious, Spiderman looks as well to see a group of Goblins thugs laying down sticks of dynamite at various points all around the mine. Persuasion leans in and whispers seductively into his ear._

 **Persuasion:** You know I usually only go for the plenty rugged types, but you're not just some joe. Shame, we never got a chance to really get to know each other.

 _She kisses Spiderman, one hand around his neck; the other caressing near his crotch. While this is going on Spiderman is getting more aroused by the moment and then unconsciously fantasises Ava doing this to him._

 **Swift Cloud:** Hands off you crowbait!

 _Persuasion stops what she is doing and looks over at Swift Cloud, she then gets up and stands in front of her._

 **Persuasion:** Oh don't tell me you want to make whoopee with him? Well what makes you think that he would want a scruffy, dirty little redskin like yourself?

 **Swift Cloud:** Better than an old, lowdown, dirty, sneaking polecat who gives it away for any guy who gives her a nickel?

 _Persuasion smacks her so hard in the face._

 **Persuasion:** Looks like I'm one up one you now, I'd love to stay and chat but the boss needs me elsewhere.

 _She walks away towards the exit, as she reaches one of the tunnel entrances on the upper level, she turns to blow a kiss to Spiderman; she winks at him. When she finally left, Spiderman and the rest of his team begging to try and free themselves from their predicament ... with no success._

 **Spiderman:** Can anyone get free?

 **Rocketeer:** No.

 **Green Hornet:** I can't reach into my coat.

 **Phantom:** My strength seems ... drained somehow.

 **Shadow:** Whatever that gas was its affecting our senses ...I can't seem to concentrate.

 _Spiderman watches helplessly as the rest of the expositions are being planted and the villagers are shouting and screaming for their lives. The fuse is now being laid down and brought to the tunnel entrance._

 **Goon 1** : So are we goanna have enough time to get the hell out of here?

 **Goon 2:** Will you relax? We got a whole ten minutes, so when I light it move your ass!

 _He leans down and lights the fuse. The two guards then call out to the rest of the men._

 **Goon 2:** FUSE IS LIT! GET YOUR BUTTS MOVING!

 **Swift Cloud:** This is it!

 **Spiderman:** No! It can't end like this!

 _He looks over to the villagers; men are shouting, women are screaming, children are crying._

 **Spiderman:** I'm ... I'm sorry.

* * *

 _The two guards at the entrance turn to leave ... until one of them notices that the fuse had gone out._

 **Goon 1:** Hey, the fuse is out.

 **Goon 2:** What? Oh you gotta be kidding me!

 _The other goon walks on as he kneels down to light it again, but when he does so, something fast swishes in front of him and cuts the fuse. He looks up to see a lone clocked, masked figure standing in front of him ... and over the uncurious body of his colleague._

 **Goon 2:** What the...?

 _Meanwhile the rest of the guards and heading up towards the tunnel when suddenly they hear someone screaming and they see one of the guards being flung over the edge and falls to the ground far below. They rush onwards to see an astonishing sight; guard is on the ground while standing over him is a lone figure wearing_ _the strangest outfit_ _; a black 6 button suit with a white shirt and red tie, all under a flowing black cape. He also has black riding boots, a brown utility belt around his waist hosting a sword_ _,_ _a black cowl sackcloth mask that covers the top of the head from eye level upwards._ _Last but not least_ _a flat-brimmed black_ _sombrero cordobés_.

 **Zorro:** Leaving so soon Señors?

 _Two of the goons charge at the intruder, swiftly he dodges their attacks and counters with a few well placed punches of his own. After he knocks his opponents to the ground, the masked intruder jumps up onto the ledge then leaps his way down the rocks to the level below, the guards hurry after him as one stays behind to relight the fuse._

 _Before any of them reach the intruder, a few of the goons run over to a nearby crate that contains_ _Electro-Mag Rods; a nightstick with a_ _taser_ _on the end that the goons use to keep prisoners in line_ _. They get handed out to the rest of the goons before they approach the intruder. Calmly and collectively he draws his rapier sword and adopts a fencing stance._

 **Zorro:** So who would like to go first?

 _A few of the guards charge at him with their rods, but the intruder effortlessly avoids and parries their attacks. Meanwhile Spidey, his team and the villagers were too preoccupied to notice what's happening. That was until one of children, sobbing in a corner of the cage looks up and sees the commotion. A dozen or so guards were fighting a single figure in a black costume and wielding a sword. He couldn't believe what he was seeing, it was just like the stories he and the rest of the village were brought up on. He gets up and starts shaking the bars of the cage and he screamed at the top of his lungs for all to hear..._

 **Child:** _**ZORRO**_ **!**

 _This caught the attention of some of the other villagers who turned round to see the fight going on._

 **Villager 1:** El Zorro? El Zorro!

 **Villager 2:** Puedo creer, es el Zorro! (I can't believe it, it's the Fox)

 _Spidey and his team are still struggling with their chains, but one by one they notice that the villager's cries of terror are slowly being replaced by a growing chanting._

 **Villagers:** ZORRO! ZORRO! ZORRO!

 **Spiderman:** What on earth?

 _The fighting is soon brought into their line of sight; they look on to see the masked man Zorro fight off the guards using quickness and finesse, not brute force, jumping over his opponents and using his sword to parry every attack, but never striking a deadly blow. As one goon rushes forward at Zorro, he spins round and cracked his bullwhip, making the goon halt in fright. Then with a flick of Zorros hand, he wrapped the whip round the goon's electro-rod and pulled it from his grasp._

 **Green Hornet:** Holy...

 _It was then that Zorro noticed that the fuse was relit. It had made its way to the bottom of the mine and had split off into 4 directions. He dashes over towards one of the fuses, dodging goons along the way and reaches it. With a swish of this sword he cuts it off before it goes any further and makes for the next one._

 _Suddenly Zorro finds his way blocked by three goons. Two of them charge him with their weapons; Zorro brings his left leg up and takes out from his boot a medium sized dagger which, along with his sword, uses to bloke the two attacks. As the third goon charges with his weapon raised, Zorro uses the leverage of the two guards to lift himself up, spin over the guards and as the third one gets close, kicks him in the face and continues run after the second fuse and eventually puts it out._

 **Rocketeer:** How did he?

 _Zorro also manages to reach and puts out the third fuse and as he looks for the last one he saw that most of the goons he was fighting had turn tailed and ran. He realised why when he saw the finally fuse was about to reach the dynamite. Knowing that he wasn't going to reach it in time, Zorro fights his way through some of the remaining to reach the cages that the villagers were being held in. He draws a revolver he had holstered and uses it to shoot open the locks and frees them._

 **Zorro:** Hacer su camino a traves de los tuneles, el camino esta claro. (Make your way through the tunnels, the way is clear)

 **Villager:** Gracias Zorro, gracias! (Thank you Fox, thank you)

 _Zorro then runs over to Spiderman and the others. Using his sword, Zorro was able to free them by cutting through the chains that bound them._

 **Shadow:** And who might be you be?

 **Zorro:** No time Señor! We must lead these people to safety!

 _By now the team has regained their strength and each start to guide the villagers up to the tunnel that lead directly to the surface. As they reach the mouth of the tunnel, Zorro saw one of the women trying to get back down the other way, he tries to stop her but also saw what she was going back for. Back down in the mines a small boy was left behind ... injured and crying._

 **Child:** MAMA! MAMA!

 **Villager:** MI BEBE! MI BEBE! (MY BABY, MY BABY)

 **Zorro:** Fuera a Señorita que lo conseguire! (Go Miss, I will get him)

 _Zorro leaps off the edge and puts his fingers between his teeth to whistles. Seconds later a large black stallion emerges from one of the other tunnels and leaps up, catching Zorro in its saddle before landing and gallops towards the for the boy. Zorro climbs off and picks the boy up then puts him on the horse. Just then the fuse reaches the dynamite and blows up; this caused the unstable ruins to start collapsing around them, while everyone else were making their way out of the collapsing tunnels._

 _Unfortunately rocks had fallen from above and blocked the most direct route to the surface; so Zorro, along with the boy rode their way out through one of the other tunnels hoping they could escape in time. While riding their way up towards the surface, the tunnel was starting to collapse around them. Zorro kicked his horse to make it go faster but the tunnel was collapsing to fast, it didn't seem like they were going to make it._

 **Zorro:** Ride! Ride like the wind _**Tornado**_!

* * *

 **Outside** **the** **Nohoch Mul**

 _Everyone had managed to make it out in time but was forced to watch as the pyramid collapses around them. As the ancient structure fell, dust clouds engulf nearly the entire area around them. When it settled, Spiderman and his team checked to see if the villagers were fine._

 **Spiderman:** Did everyone make it out?

 **Shadow:** I don't know?

 _Swift Cloud made her way over to the grieving mother and did what she could to comfort her. But then the mother hears a familiar voice calling to her. She looked round to see her child sitting on a nearby rock and calling out for her; she rushes over to him along with Cloud and comforted him in her arms. Cloud noticed that the boy was pointing over his mothers shoulder towards something behind them, so see looked round and saw what the boy was drawing attention to._

 **Swift Cloud:** LOOK!

 _In the distance, she and everyone else saw the masked avenger Zorro, riding his horse up a nearby hill and away from the ruins._

 **Villager 1:** Nos salvo el Zorro! (The fox saved us)

 **Villagers:** ZORRO! ZORRO! ZORRO! ZORRO! ZORRO!

 _The mass chanting caught Zorros attention so he stopped and looked back at the crowd gathered below him. Spiderman and the rest of his team looked on as Zorro responded to the peoples chanting by kicking the side of his horse so it lifted itself up on its hind legs while letting out a loud neigh. At the same time Zorro drew his sword and held it high over his head._

 _ **(Spiderman) Dude ... that was one awesome dramatic pose ... this guy knows how to work the crowd**_

 _When he was finished, Zorro rode out of site, leaving Spidey and the others to wonder who their masked savoir was._

 **Rocketeer:** Who was that guy?

 **Shadow:** I think I have a good idea.

* * *

 **A/N: review and comment.**

 **Thanks!**


	17. Revelation

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun.**

 **Enjoy**

* * *

 **Chapter 17: Revelations**

 **Tulum** **Pueblo** **– 1936 – Night**

 _Hours after the battle at_ _Cobá; Spiderman and his team had managed to escort the rest of villagers back to Tulum without incident. Families were reunited and the sick and injured were tended to, but the news they brought back with them had swept like wildfire throughout Tulum and eventually towns around the whole region; the legendary masked avenger Zorro had returned. However this mysterious hero had disappeared before anyone had a chance to talk to him. Fortunately for Spidey and the team, Shadow had a good idea where they might find this legend._

 _When they arrived in Tulum; the team started asking a few questions around town ... while receiving praise and admiration from the locals. Soon their little investigation leads them to a large villa at the far end of town; home of the wealthy de la Vega family. As soon as they reach the front door, Spidey knocks a few times. It wasn't long before a familiar face answered it_

 **Spiderman:** Antonio de la Vega I presume?

 **Shadow:** Or would you prefer ... El Zorro?

 **Antonio:** I admit ... I was wondering when you all would arrive at my doorstep. Please, come inside.

* * *

 _As he allowed his guest to enter into the hallway, Spiderman couldn't help but notice how different Antonio looked from they first met. He was surprised that he even recognised him since he was now well groomed and clean shaven with the exception of a moustache and goatee. His clothes were an improvement too; a fine silk shirt, cravat and expensive coat tailed jacket_ _. Reminded Spidey of an old fashioned Spanish nobleman from those period dramas that Aunt May loved to watch._

 **Green Hornet:** I have to say; this is impressive.

 _The team admire all the expensive artwork and statues around the hallways as Antonio leads them towards one of the villas parlours_ _. Even this room was decorated to expensive tastes; crystal chandeliers hanging from above, art work on the walls and comfortable leather armchairs and sofas placed in front of a large marble fire place. Antonio invites them to sit and after their ordeal down in the mines; Spiderman, Cloud, Hornet and Rocketeer were desperate to relax a little so they took a seat while Phantom went to stand by the window and Shadow stood beside the fireplace._

 **Swift Cloud:** You have a grand old home.

 **Antonio:** Gracias señorita, this villa has been my family for generations. It was transported here; brick by brick, all the way from California, where ... like many from Tulum, my family was originally from.

 **Shadow:** Along with the Legend of Zorro it seems.

 _Antonio looks at Shadow_.

 **Antonio:** That is correct señor ... How...

 **Shadow:** Did I know you were the one behind Zorro's mask? You hid your face ... not your voice.

 **Spiderman:** Yeah, you can't hide anything from this guy, makes for a very underwhelming birthday party.

* * *

 **Cutaway**

 _Chibi versions of Spidey and his current friends are sitting around a Chibi Shadow; handing him a wrapped present one by one. Each time he guesses right what each present is ... from Clouds scarf, Hornets bottle of brandy and even Phantoms Elephant._

 **Chibi Spidey:** Bet you can't guess mine...

 **Chibi Shadow:** A hat with "Spidey Rules" written along the rim.

 **Chibi: Spidey:** lucky guess.

 **Cutaway Ends**

* * *

 **Green Hornet:** So tell us ... what made you decide to help us like that? Why become Zorro?

 _Before answering; Antonio walked over to the marble fireplace and stared into its flames for a moment as he pondered his on how best to explain this._

 **Antonio:** Because it was my destiny ... The original Zorro was a Californio nobleman who lived in Los Angeles nearly a century ago. This was during the tail end of Spain's 300 year rule of Mexico. Well ... after receiving his military education in Spain he returned home, only to find the peasants and commoners being oppressive by the cruel Spanish regime. It was then he adopted the guise of El Zorro; a masked outlaw, becoming the defender of the common people and a champion for justice. For years he fought to overthrow the corrupted Dons who abused their power ... and trust of the people. His name was ... Diego de la Vega ... my ancestor.

 **Antonio:** But after Mexico's war for independence he had grown old. However he still believed that El Zorro would one day be needed again, so he decided to trained an apprentice to pass the mantle on to. My grandfathers father ... Alejandro, and when he grew older he trained my grandfather Joaquin. However we had many years of peace so he never felt it necessary to wear the mask. When California joined the United States my family moved here and enjoyed a pleasant life ... until one day my Mother and Father were murdered. Ever since then I was raised by my grandfather, who trained me in the ways of swordsmanship. So I would be ready in case the people needed Zorro again.

 **Phantom:** Then your grandfather should be proud of what you did tonight. You saved our lives, along with the rest of Tulum.

 **Antonio:** I like to think he'd be.

 **Phantom:** How do you mean?

 _Antonio tore his gaze away from the fire place and looked round at his guests. They all noticed the sombre look on the young man's face and Spiderman knew what it meant._

 **Antonio:** My Grandfather didn't survive the journey back ... he was worked to death in those mines.

 _The room fell silent; everyone in the parlour (including Shadow) felt sympathy for this man's lose. Swift Cloud got up from her set and approached Antonio, placing a comforting hand on his shoulder._

 **Swift Cloud:** We feel for you Antonio ... Goblins gone and hurt a lot of people we care about.

 _ **(Spiderman) Isn't that the truth ... unfortunately Jackie doesn't know the half of it ... none of them do.**_

 **Green Hornet:** If you don't mind, how did you avoid capture when the villagers were taken?

 **Antonio:** Because I was not here. A few years ago I left to fulfil my own selfish desire for adventure ... I abandoned my people. Not that long ago I returned to find Tulum completely abandoned, my search brought me to the ruins where we first met. When we arrived at those mines and I saw my people in chains ... I couldn't ... I realised that I failed them as a de la Vega, but they needed someone ... they needed El Zorro.

 **Phantom:** You didn't fail them; you honoured your grandfather and the legacy of your family in what you did tonight. More importantly all of Tulum is proud; we all spoke to them, some have even left to send word to other towns. I won't be surprised that by tomorrow all of Mexico will know... Their champion El Zorro has returned.

 _ **(Spiderman)You know,**_ _**I've been this gig for a few years and thanks to a certain loud mouth we all know and hate, everyone in New York thinks I'm a dangerous menace. He wears a mask for a few hours and suddenly he's loved throughout his country ... Some guys get all the luck.**_

 **Antonio:** Thank you my friend.

 **Shadow:** A warrior of your skill would be instrumental in our fight against Osborne. He has already attempted to wipe out your entire town, when he finds out what happened he will do so again to ensure their silence.

 **Antonio:** Then I have to remain in case he returns.

 **Spiderman:** That won't be enough; we've seen the weapons he has created and if he succeeds in whatever he's planning, then nothing on earth can stop him. The only way to protect the people we care about is to take down Goblin once and for all ... trust me.

 **Antonio:** Trust you? Do not think me ungrateful for what you done for myself and the people of Tulum. But you ask me to leave them now when they need my protection the most to join you on your on your mission ... Why?

 _At first Spiderman wasn't sure what to say; Antonio made a good point, maybe it was wrong to take away Tulums only hope for defence. But before he could say anything, Phantom stepped forward and caught everyone's attention. Then in a surprising move he reached up to his face and pulled off his mask, revealing his true face. He appeared fairly young, a mid-twenty year old Caucasian with rugged good looks along with jet black hair and brown eyes._

 **Phantom:** My name is Kit Walker; I have protected my island of Bangalla and its tribe as for years as the Phantom. A few days ago, monsters attacked us; they nearly destroyed my friends and family. If it wasn't for the help of my friends here, many more would have been killed. I joined them in order to protect Bangalla, but also because I knew that they are the only chance we have to stop this Goblin.

 _ **(Spiderman) Wow ... That was a little dramatic, but he's got the right idea.**_

 _Spiderman then decides to take off his own mask._

 **Spiderman:** I'm Spiderman ... but I'm also Peter Parker; I've fought Goblin for a long time and know what he's capable of. It's my responsibility to stop him, everything he's done is on me and I'm going to need all the help I can get in order to bring him down. And after seeing you guys in action I think we have a shot.

 _Antonio was a little surprised by Spidermans particular choice of words and they weren't lost on Shadow either. But he understood what they were trying to explain to him, that they each have their reasons to stop goblin. Curious he looked over to Rocketeer._

 **Antonio:** And you señor?

 **Rocketeer:** Hey! These guys are the heroes; I'm just the pilot that brought them here. But you can call me Cliff ... or Rocketeer if you want.

 _Antonio smiles and nods at Rocketeer before turning his attention towards the Shadow._

 **Antonio:** And you friend? What is the name of the face you conceal behind your mask?

 **Shadow:** I am the Shadow.

 _Hornet sharply pointed his finger at Shadow and started chastising him like a parent to a disobedient son._

 **Green Hornet:** Enough Spooky, this whole dark, mysterious and cryptic shtick you've got going on is funny and all. But it's hard to trust someone who keeps things to himself. We all know a bit about one another now and its time you come clean about a few things...

 **Shadow:** A bold statement from the _**Green Hornet**_.

 _The crime lord paused for a moment before quickly taking off his own mask and turning to face his teammates. He was a Caucasian in his mid to late 30's, dirty blonde hair with blue eyes and handsome features._

 **Green Hornet:** Well, when I'm not busting heads as the Green Hornet; I go by the name ... Reid.

 _ **(Spiderman) Wait ... go back a few chapters, I think I've heard that name before.**_

 **Rocketeer:** Hold on, Britt Reid ... the reporter?

 **Shadow:** Editor and Chief of the Daily Sentinel newspaper in Chicago... This sheds light on a few questions.

 _ **(Spiderman) Oh ... Never mind**_

 **Green Hornet:** Don't pretend you didn't already know.

 **Shadow:** Actually I didn't. True I could have easily penetrated your mind and learned this information. But I resisted ... as a show of trust.

 **Green Hornet:** Oh... Err... thank you?

 **Shadow:** Now if we're all finished? Perhaps we should re focus our attention on the problem at hand. Goblin has what he came for and every moment we delay his end game draws closer to completion.

 **Antonio:** Perhaps you should ask my other guest?

 **Green Hornet:** What other guest?

 **Antonio:** After I left you in Tulum, I came across a few stragglers of Goblins men, they didn't put up much of a fight and I brought one of them back with me. He's sitting quite ... comfortably downstairs.

 _He activates the hidden switch on the fire place and everyone watches as the secret passageway to El Zorro's den is revealed. Antonio gestures politely for them all to follow him; soon he, Hornet, Rocketeer and Phantom have entered the passageway one by one. But before Swift Cloud could go through, Shadow stepped in front of her._

 **Shadow:** Not you ... you stay here.

 **Swift Cloud:** You want to run that by me one more time?

 **Shadow:** You think I don't know what you did in those mines? What you said to Parker? I knew you were hiding something from us and thanks to your selfish desire for revenge we lost our one advantage to stop Osborne once and for all. Though I shouldn't have expected anything less than from the daughter of Hurricane Kane ... you're just like him.

 _He turns and makes his way through the fire place, leaving Cloud and a confused Spiderman behind. Swift Cloud just stood in silence until a now concerned Spidey approached here._

 **Spiderman:** Jackie? He didn't mean...

 **Swift Cloud:** I know what he meant! And he's right...

 _She looked like she was about to burst into tears but before Spidey could say anything else; she disappeared in a flash, running out of the parlour to who knows where._

 _ **(Spiderman) It wouldn't be an effective team if we didn't have the odd drama ... right?**_

* * *

 **Zorro's Den**

 _Antonio leads his guests into the recently discovered cave underneath the de la Vega villa. At the centre of the den, Shadow and the others see one of Goblins thugs tied to a chair and looking a little beat up. Antonio and Rocketeer decide to hang back and allow the "experts" to handle this; Hornet finds a nearby stool and brings it over so he could sit opposite the thug while both Shadow and Phantom stand behind him._

 **Green Hornet:** Well ... you don't appear to be having a good day.

 **Goon:** Save your breath cause I ain't talking!

 **Green Hornet:** Then let's skip the pleasantries shall we? Your boss just tried to kill me and my friends here. Now I understand that you're just some hired muscle doing a job, so I haven't taken it personally. But I can't say the same for these guys, so unless you want them to rearrange your face to look like the topographical map of Utah ... I suggest you tell us right now where your boss is and what he has planned for the Bronzium?

 **Goon:** You think I'm fucking brain dead or something? I've seen what Goblin does to mooks who cross him.

 **Green Hornet:** Do you know who I am?

 **Goon:** Yeah I do, Mister Green Hornet of Chicago.

 **Green Hornet:** Then you know I can keep you safe, Goblin doesn't need to know...

 _All of a sudden, Shadow stepped between Hornet and the thug and gave him a swift kick to the chest, knocking him and his chair over to land on his back. Shadow kneeled over the thug to stop him struggling and placed one of his pistols in the man's mouth while shouting at him._

 **Shadow:** Where's Goblin!? Where is he!?

 **Green Hornet:** Shadow!

 **Shadow:** Where!?

 _Both Hornet and Phantom struggle to pull Shadow off the guy._

 **Green Hornet:** What the hell's your problem? I was handling it!

 **Shadow:** Doubtful; a thug like him isn't going to be persuaded by promises. You have to show them that they should fear you more than anyone else...

 _Suddenly Shadows and Hornets argument is interrupted by a soft chuckling. The masked men look over to see the thug looking very amused._

 **Goon:** You freaks should fear the boss. I've worked for bosses before but I ain't seen anything like him. You think he's cruel? No ... he's something else, something rotten, something ... evil. So I'm not crossing him for you or anyone.

 _They all stared at the thug quietly for a moment, until Phantom leans towards Hornet and whispers something inaudible in his ear. Coolly, Hornet whispers to Shadow and then the both of them face Phantom who just nods at them._

 **Green Hornet:** Ok ... he's all yours.

 _Both Shadow and Hornet begin to walk away from this scene back towards the exit where they encourage Antonio and Rocketeer to join them. But just before Hornet leaves he calls over to the thug._

 **Green Hornet:** Yell very loudly if you need us.

 _As the group finally leaves, Phantom calmly walks over to the thug on the ground, picks him up and places him upright._

 **Goon:** Don't bother ... you think I don't know the whole "good cop, bad cop" routine?

 _Without saying a word, Phantom paces slowly around the thug, staring at him intensely the entire time._

 **Goon:** Is this supposed to be scary? I told you I've seen what Goblin does to mooks who talk ... you won't break me.

 _Phantom stops pacing just behind the thug, and then leans down over his shoulder before softly whispering something into his ear. As Phantom straightens up, the look of horror on his face was unmistakeable; he looks up in a panic to Phantom who just smiles widely at him. Meanwhile back up in the Villas parlour; everyone with the exception of Spidey and Cloud were sitting around waiting for Phantoms results._

 **Shadow:** After what we've seen of Osborn's operations ... it's no wonder he thinks we can't protect him.

 **Rocketeer:** Could we protect him?

 **Green Hornet:** Nothing short of locking him away for the rest of his life.

 **Rocketeer:** I guess that's the downside for working for a supervillian. You know this might take awhile, Antonio do you mind if I grab a...

 _Just then the secret entrance concealed behind the fireplace opened up and out stepped Phantom. Everyone stared at him in puzzlement but all he gave them was an encouraging smile._

 **Rocketeer:** No way.

 **Antonio:** You're done already señor?

 **Phantom:** He was ... surprisingly forthcoming.

* * *

 **De la Vega Villa stables**

 _The moment Swift Cloud ran out of the parlour, Spidey has been searching everywhere in the villa for her. Eventually his search takes him outside to the only other place he could think of; the villas stables. Thankfully his hunch paid off, he hears some quite sobbing as he walks over to the open stables and when he peeked inside he saw Cloud crying and sitting down on a pile of hey next to Antonios black stallion Tornado._

 **Spiderman:** Jackie?

 **Swift Cloud:** Hey city-slick. Sorry I...I didn't want you to see me like this.

 _Spiderman sits down next to her and places a hand on her shoulder._

 **Spiderman:** Jackie, back in the tunnels you said you were going to kill Goblin. Why? What did the Goblin do to you?

 _Swift Cloud grasps his hand and gently squeezes it._

 **Swift Cloud:** I grew up in a little town out west called Rango; after my Maw died, I was brought up by my Paw managing the town saloon. I hated it there ... all those full as a tick hard cases and chiselers. I wanted to vamoose as quickly as I could, see the world. Anything but be stuck in Rango, but my old man was none too keen about it.

 **Spiderman:** Who was your dad?

 **Swift Cloud:** He was a real outlaw; lawmen called him Harold "Hurricane" Kane.

 **Spiderman:** Outlaw? You mean like a...?

 **Swift Cloud:** Yeah, I'm the daughter of a retired criminal. But I wanted to change that, I didn't want to be like him. So I got in contact with a man called Arno Stark; he had this ace-high Wild West show and I was hoping to get hired as an entertaining shootist or something. But when Stark showed up at the saloon one day; wanting to see if I was as good as I bragged, my old man found out and slugged him in the face. I was fit to be tied; he ruined my only chance to make something of myself. I started to think that he never really cared for me. At that point I wanted to leave Rango for good, but before I did, I needed to say goodbye to my Maw who was buried in Boot Hill.

 _ **(Spiderman) Sounds like Jackie had a tough upbringing, no wonder she is the way she is.**_

 **Swift Cloud:** I couldn't have been away for more than an hour, but when I returned to town... oh god...

 _The teen started to break down a bit; the memories she was recalling were so painful that she placed her head in her hands to try and told back the tears. Spidey on the other hand felt so bad for her that he shuffles closer to her and wraps his arm around her shoulder to comfort her._

 **Swift Cloud:** They were killing everyone ... monsters. Black, slimy, sharp teeth with big white eyes ... Just like that thing that attacked us on the plane.

 **Spiderman:** Symbiotes!?

 **Swift Cloud:** I couldn't help them! My friends being turned into those things and I couldn't do anything! By the time I found my Paw we were attacked by a group of them; I thought we were goners right then and there. But then my old man grabbed my hand and next thing I knew, I killed them ... every single one of them ... with his power.

 _She draws her revolver and stares at it._

 **Swift Cloud:** Some of them were my friends, people I knew ... and I gunned them down.

 **Spiderman:** You were in an impossible situation, you had no choice.

 **Swift Cloud:** By the time it was all done and dusted I went back to my Paw, while I held him in my arms, he told me how my Maw really died. It wasn't because of her being sick, see ... there was an accident when he performed a shooting stunt on her, but he...

 _ **(Spiderman) That sounds a lot like what Ava told me; inherited their powers from their dads as they both ... well you know.**_

 **Swift Cloud:** I wanted to know why ... why Rango ... why me, and I knew I had to be just like my old man if I wanted to loosen some lips. So I tried to track down some of my dad's old crew from his outlaw days. They pointed me to people, some of them I had to hurt ... badly; and that's when I met Brian.

 **Spiderman:** The Clock?

 **Swift Cloud:** Him and my old man crossed paths a few times. When I told him what happened he gave me a name ... Osborn. I know he knew more, but he told me to go to Coney Island and bring him something he could use in his case if I wanted his help ... then I met you

 _She gave Spiderman a weak smile which he returned._

 **Spiderman:** Jackie ... I'm so sorry.

 _He pulled Cloud closer to him and gave her a comforting hug._

 **Spiderman:** I know what it's like to lose a father; I was raised by my aunt and uncle and one night my uncle Ben was murdered. When I tracked the killer down I realised I met him before. He robbed a store I was in not long before and I chose to do nothing. Later he tried to steal the car my uncle was in but instead he gunned him down.

 _This time it was Clouds turn to listen, she was hanging onto every word as Spiderman recounted the event that changed his life._

 **Spiderman:** I wanted to end him, I managed to tracked him down, he was cornered and at my mercy. But I couldn't do it...

 **Swift Cloud:** You didn't avenge your Uncle?

 **Spiderman:** I remembered something he once said to me "With great power, comes great responsibility". If I had crossed that line that very night, I would have been no better than him, betrayed everything that Uncle Ben had taught me. I chose to be better than that, I chose to be Spiderman.

 _He looks at Swift Cloud._

 **Spiderman:** You have great power Jackie, and its how you choose to use it that determines whether you're an outlaw or a hero. I once told a friend of mine; "you can choose what kind of person you want to be" and you chose to help us stop the Goblin, but you don't have to be like him or your father to do it.

 _Swift Cloud just stared at him, trying to make sense of what he was telling her. Nobody had ever spoken to her like that; nobody ever listened or even believed in her about anything before. Then without thinking she leans in closer to Spiderman._

 _ **(Spiderman) What is she doing?**_

 _She places her hands on his chest and pushes him down on top of the hay._

 _ **(Spiderman) Is she about to?**_

 _Cloud slowly mounts Spidey then leans down so that her lips were mealy inches away from his from his own._

 **Spiderman:** eep!

 _Before anything else could happen, the two teens heard the unmistakable sound of someone coughing. They both look up to see Green Hornet leaning against the stable gate; though they couldn't be sure, Spidey knew he was smirking under his mask._

 **Green Hornet:** I'm I interrupting?

 **Spiderman:** Yes! Wait ... no ... I mean...we ... err... How long were you standing there?

 **Green Hornet:** Not long enough to know what this was all about. We finished interviewing our friend; we know where Goblin is.

 **Swift Cloud:** Where?

 **Green Hornet:** Chicago. So rest up, we've got a long trip tomorrow.

 _Cloud reluctantly gets off of Spiderman and heads back towards the villa, giving Hornet a dirty look as she passed him. Hornet followed shortly after, leaving Spiderman in the stables with only Tornado for company._

 **Spiderman:** What the hell just happened?

* * *

 **A/N: Comment and Review**

 **Thanks**


	18. A Night on the Town

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 18: A Night on the Town**

 **Chicago – Evening**

 _ **(Spiderman) Chicago, 1936, a city on the verge of greatness, a new type of city where a man's home is his castle, a quarter acre of dreams made possible by victory. A city of dreams, pioneers, opportunities...and undercurrents, where everything is not as it seems. We've tracked the Goblin's lab to this city, a twentieth century city that will become a model for the world. But if we don't stop him, there won't be a world left**_.

 **Green Hornet:** Kid! Are you listening?

 **Spiderman:** Huh! What?

 _Spiderman is brought out of his daydream and back into the limousine that's been driving along the streets of Chicago for the last hour._

 **Green Hornet:** I said we're setting up at my place.

 **Spiderman:** Oh right, got it.

 _ **(Spiderman) For those of you who are just joining us, we made it to Chicago from Mexico in good time, thanks to a few of the Shadows agents; seriously that guy is more connected then Fury. Well we tracked the Goblins lab to somewhere in this city and he's got some serious firepower on his side, gliders, advance weaponry, those Enforcers, Symbiotes! But lucky for us we have gathered some help along the way ... let's have a quick role call...**_

 _ **(Spiderman) The Shadow: master of darkness and illusions, Swift Cloud: super speed ace gunslinger, The Phantom: the Ghost who walks, The Green Hornet: tech expert with an arsenal of gadgets, El Zorro: the world's greatest swordsman. And finally Roc... Oh... yeah ... there's something I should tell you guys. Rocketeer, or should I say Cliff ... decided not to join us any further...**_

* * *

 **Flashback**

 **Spiderman:** But you and your jetpack can make all the difference. Cliff you're a crack pilot, a hero, why can't you...?

 **Rocketeer:** I'm not a hero kid! I'm just a Barnstormer trying to get into the Nationals, which you hired to fly you across the border. I didn't sign up for any of this weird stuff.

 **Spiderman:** Maybe not but you can still help us.

 **Rocketeer:** Hey! I did what I could but that's the limit ... I'm not dying over somebody's cause.

 **Spiderman:** Others ... others have! O'Brian, Fellows, Antonios grandfather all of them died because of Goblin. If it wasn't for you, me and the rest of us, more lives would have been lost at Bangalla and Tulum. You think you're not a hero but there's more to you than you want to admit.

 **Rocketeer:** Kid ... I'm sorry. All of this is way out of my league.

 **Flashback Ends**

* * *

 _ **(Spiderman) Truth is I don't really blame him. But it is a shame ... I think he's capable of being so much more.**_

 _The limousine pulls up along a side road towards Green Hornets "place" which turns out to be his massive mansion. They pass through the gates of the driveway and drive up to stop just outside the front door. As the team step out of the vehicle; Spidey and Cloud stopped to admire this luxurious estate._

 **Spiderman** : (whistles) Dude this place is amazing! How is it that all you vigilantes are rich?

 **Green Hornet:** We have jobs.

 **Spiderman:** Hey I have a job! Well more of an internship ... Ok maybe an unpaid internship.

 _Spiderman and the rest follow Hornet and Kato inside and as they enter the main hall, Spiderman looks in awe at the place. This luxurious mansion is filled with artwork, vases and chandlers which really give off the 1930's vibe. They make their way into the luxurious lounge and sit down on sofas and armchairs around the room._

 **Spiderman:** And besides it's not like I'm the only one, am I Phantom?

 **Phantom:** What do you mean?

 **Spiderman:** Well, do you live in a place like this in back in Bangalla?

 **Phantom:** My ancestral home is the Skull cave, deep in the Bangalla Jungle.

 **Spiderman:** So you don't have any money either.

 **Phantom:** Well, not in the conventional sense. Although many have rewarded the Phantom with tokens of precious stones and gold over the centuries ... it has accumulated into quiet a treasure.

 **Spiderman:** What! Shadow what about you?

 **Shadow:** My home is not much different to this. Let's just say I come from wealth.

 _If it wasn't for his mask, the rest of the team probably laughed as Spiderman's jaw just dropped._

* * *

 **Cutaway**

 _Chibi versions of the league are rolling around in mountains of cash, while Chibi Spiderman empties his pockets to have only fly's come out of them._

 **Cutaway ends**

* * *

 **Spiderman:** Awe man!

 **Zorro:** Señor Spider ... wealth has no bearings on what we do; my great grandfather was but a lowly thief before fate intervened.

 **Swift Cloud:** Yup darlin', money ain't everything.

 **Spiderman:** Yea but it sure beats being broke.

 **Green Hornet:** Spidermans financing issues aside. Kato, were you able to acquire any Intel on what I asked you to look into?

 **Kato:** I did.

 **Zorro:** What intel?

 **Green Hornet:** Before we left Mexico, I sent a message to Kato and told him to look into possible locations for Goblins lab.

 **Kato:** It wasn't easy; when news of Paul Riccas death reached here, many rose up to claim his place. Cerelli, Tobias, Kaast and even Caruso to name a few.

 **Shadow:** No doubt more than a few of them are but proxies for Osborne.

 **Kato:** That's what our sources say but in the end only one was able to take control.

 **Green Hornet:** Who Kato?

 **Kato:** Chudnofsky.

 **Green Hornet:** Shit!

 **Swift Cloud:** Who's he?

 **Green Hornet:** Benjamin Chudnofsky; a Russian crime boss and a long time enemy of mine. He's a dangerous one; Likes to brag about how he's killed over a thousand people so some refer to him as _**Bloodnofsky**_.

 _ **(Spiderman) Try saying that name 5 times fast.**_

 **Zorro:** So is this Bloodnofsky working for Goblin.

 **Green Hornet:** I highly doubt that ... He's not really the type who takes orders. But If Goblins been trying to get a foot hold in Chicago for a while, I wouldn't be surprised if some of Chudofskys boys have been moon lighting on the side.

 **Swift Cloud:** So if these varmints are working for Goblin, they must know where his lab is.

 **Green Hornet:** Exactly my thinking.

 _He opens up the draw of a nearby desk and takes out a map; he unfolds it over the coffee table in the centre of the room._

 **Green Hornet:** I know where a lot Bloodnofsky's operations are located around the city. We should spit up to cover more ground and find out what we can. Shadow, you and Zorro take these docks here.

 **Zorro:** Si Señor.

 **Green Hornet:** Swift Cloud and Phantom, you take a look at the rail station here.

 **Swift Cloud:** We can set with that.

 **Green Hornet:** Which leaves you Spiderman, you're with me and Kato. Everyone go get ready, we leave in an hour.

* * *

 **Reid Manor - Garage**

 _About an hour later, every member of the team had already set off on their assignments. While Spiderman makes his way to the mansions garage to meet up with Hornet and Kato. As Spiderman entered the garage he couldn't help but be blown away by the entire collection of vintage (to him at least) sports cars parked. Eventually he notices Hornet and Kato standing over by a red 1931_ _Duesenberg._

 **Spiderman:** So which one of these beauties are you taking?

 **Kato:** Don't you mean what we're taking?

 **Spiderman:** No offensive, but I can get around a lot faster on my own using my "Flip, Flip".

 _He mimes his web shooting action for the pair of them, whom just stands there and gives him bewildered looks._

 **Green Hornet:** I think it would set off a few alarm bells if you're seen swinging around downtown, so you'll be coming with us, but I think we need something different for this job.

 _The Web-Slinger looks over at the bright red Duesenberg, then back to Hornet._

 **Spiderman:** Err and you think this would attract less attention?

 **Kato:** Mind your feet.

 _Kato walks over to a nearby tool shelf and presses a hidden switch behind one of the spanners. The lights in the garage darken then clamps appear out of the floor and attach themselves to the axis of the Duesenberg. Then all of a sudden the section of floor beneath the car rotates horizontally, hiding the previous car below ground while also bringing up another one, which resembles..._

 _ **(Spiderman) Look let me stop you there ... I don't know a thing about cars, really I don't. I mean while would I ... I swing and stick to walls as a mode of transportation. So everything I know about cars I know from the author and he told me that this is a 1936 Chrysler Imperial Airflow C-10. Look it up on Google, it's a beautiful car ... really.**_

 **Kato:** She's called the _**Black Beauty**_.

 _Kato opens the driver's door and sits behind the wheel, as Hornet opens the rear door opposite him and gets in followed by Spidey to occupy the backseats. The clamps around the Black Beauty automatically unclamp just as Kato turns on the ignition. The car roars to life and its head lights turn on, emulating a green glow. They drive off out of the garage and down along a different driveway, leading away from the main gates._

 **Spiderman:** Err ... Dude I think you took a long turn.

 _The other occupants remain quietly calm as the Black Beauty heads towards the end of the driveway and straight to a dead end._

 **Spiderman:** Wall ... Wall ... there's a wall!

 _He quickly covers his face with his hands in anticipation to the inevitable crash, but he fails to notice the dead end separate into an opening, allowing the Black Beauty to drive through and enter the street. Spiderman opens his eyes and looks back to see the dead end rejoin itself, revealing to be a billboard advertising the product Kissin' Candy Mints – with the slogan "How sweet they are"._

 **Spiderman:** Huh ... It certainly pays to advertise.

* * *

 _Out of all the vehicles out driving around the streets this night, not one of them stands out more than the black car Spidey is riding in right now. Its headlights emulate a green glow that covers the road ahead; the tinted windscreens conceal the passengers within and the front grate bears the emblem of the infamous Green Hornet. At this moment the Black Beauty races towards the eastern part of the city, while Spiderman admires the car's interior; soft cushiony seats, plenty of leg room and even a small mini-bar fitted into the back of the front passenger seat._

 **Spiderman:** Ok guys I gotta admit ... this is a sweet ride.

 **Green Hornet:** Thank you, I designed her myself, she's the only one of her kind.

 **Spiderman** : I didn't even know they made Chryslers this far back?

 **Green Hornet:** Far back from where?

 _ **(Spiderman) Wow ... I really need to learn when to web my mouth shut!**_

 **Spiderman:** I mean... far back from...New York... This must be brand new... just out.

 **Green Hornet:** Uh huh?

 **Spiderman:** Sooooo! Where are we going?

 **Green Hornet:** A few of Bloodnofsky's boys deal drugs on the eastside were going to have a little chat.

* * *

 **Chicago Eastside - Ten minutes later**

 _The Black Beauty turns in off the street into a darken rundown alleyway; there's garbage littering the area and very little lighting from the street lamps nearby. Further down they see a group of thugs hanging outside a one of the boarded up shops. As the Black Beauty pulls up next to them, Hornet lowers his windows ever so slightly so he could speak to the thugs._

 **Green Hornet:** Let me do the talking.

 _One of the thugs walks up to the open car window._

 **Thug:** What you looking for man?

 **Green Hornet:** Information, I'm looking for a man known as the Goblin?

 _The thug was taken aback but the question, unfortunately for him he made a poor attempted to hide his surprise from Hornet._

 **Thug:** Goblin? Nah ain't heard of nobody like that.

 **Green Hornet:** Are you sure about that? I hear he's been moving in on Bloodnofskys territory. That and he pays' better too. It'll be a nice way to make money on the side, although it would be a shame if Bloodnofsky found out, he doesn't tolerate moonlighters.

 _The thug opens his jacket to show the blaster in his holster._

 **Thug:** I think you better get out of my face.

 _The weapon that the thug had stuffed in his trousers caught Hornets attention. Even though he never seen it before, its design was all too familiar to the crime lord._

 **Green Hornet:** Funny, I've only ever seen the Goblins men carry weapons like that.

 _The thug leans closer to the glass so that he could get a good look at the mook annoying him. But the second he saw that green mask, he nearly wet himself._

 **Thug:** Oh shit, it's the Hornet!

 _He pulls his blaster out and aims it through the window at Hornet; Thanks to his spidey sense kicking in, Spiderman fires his web at the blaster and yanks the thugs entire arm through the narrow crack in the window. Then Hornet quickly rolls it back up again, trapping the thugs arm inside the car._

 **Green Hornet:** Kato?

 _Kato puts his foot on the gas, and spins the Black Beauty around in a circle a couple of times ... with the thug dangling along the side._

 _ **(Spiderman) Think ... I just barfed in my mask a little.**_

 _Kato then stamps his foot down on the break, stopping the Black Beauty suddenly and throwing the thug across the ally and crash into some dustbins. The remaining thugs draw their weapons and open fire at the car, but the Black Beauty seems to be unaffected by the fire power._

 **Green Hornet:** Amazing this modern safety glass, don't you think Spiderman?

 **Spiderman:** Shouldn't we do something about them?

 **Green Hornet:** Kato ... I think some crowd control is in order.

 _The Black Beauty's driver presses a button on the dashboard causing a hatch to open at the car's front grate. Suddenly a spray of rubber bullets fire from hatch and strike the thugs in the chest and legs, knocking them all to the ground._

 **Green Hornet:** I think they might be willing to talk.

 _Both the Green Hornet and Spiderman step outside the car and approaches the group lying on the ground._

 **Green Hornet:** Let's try this again ... wait, wasn't there another one of these guys?

 **Kato:** Hornet!

 _He points over to the end of the ally where that first thug landed before, only the masked men see the beaten up thug trying to make his escape away from them. But before he could get any further, Spiderman fired a web-line and caught him in the leg. With a tug, Spiderman yanked the thug to the ground and started to drag him back towards them._

 **Thug:** Son of a...

 **Spiderman:** Aw leaving so soon? Why don't you _**stick**_ around so we could _**hang**_ out?

 _When he drags the thug in front of him, Spiderman picks him up and throws him to the side along with the rest of the criminals. He then fires numerous shots of webbing at them, trapping each thug in a cocoon of webbing._

 **Thug:** What the hell are you, some kind of freak?

 **Green Hornet:** No ... he's a spider; now tell us everything about Goblin?

 **Thug:** I ain't got squat to say to you!

 **Green Hornet:** Kato?

Hornets' enforcer walks over to an old newspaper vending machine standing nearby. Then with a powerful well placed punch, he smashes cleanly through the glass.

 **Green Hornet:** You were saying?

 **Thug:** ALRIGHT! ALRIGHT! Me and few of the boys did a job or two for some guy called Hammerhead awhile ago, said he was working for some guy called Goblin. But it was just guarding some crates that arrived at the airport.

 **Green Hornet:** What was in the crates? Was it filled with those blasters? Where are they now?

 **Thug:** No, I nicked that from one of Hammerheads men, I don't know where they are now.

 _Hornet kneels down beside the thug, grabs the guy's throat and squeezes tightly._

 **Green Hornet:** Think harder!

 **Thug:** Don't ... know ... Popeye ... Popeye ... knows!

 **Spiderman:** Popeye?

 **Green Hornet:** One of Bloodnofsky's boys.

 **Thug:** He's at...

 **Green Hornet:** I know where to find him.

 _He lets go of the thug and punches him in the face, knocking him out._

 **Green Hornet:** Smarten yourselves up boys; we're going to the Pussycat club.

* * *

 **On route to the Pussycat club**

 **Spiderman:** You know I've been meaning to ask; how did a rich news editor and kung fu master end up fighting crime together?

 _Hornet lets out a light chuckle at Spideys question which puzzled the Web-Slinger a little._

 **Spiderman:** What?

 **Green Hornet:** It only just occurred to me; you'll be the first person I ever told this to. Five years ago; my father ... Daniel Reid was the current editor and chief of the Daily Sentinel. He was a man of integrity and moral fibre; he did his best to provide this city with a public service.

 _ **(Spiderman) Well, I suppose there had to be one right?**_

 **Green Hornet:** Make no mistake he could be very harsh when he wanted to be. Especially on me whenever I got in trouble or screwed up, he used to tell me "Trying doesn't matter when you always fail", so you can imagine we weren't very close. For years he had been grooming me to take his place over at the Sentinel, but I was worried that I might turn out like exactly like him. So one day when I told him I was leaving to travel the world we ended up having the biggest argument we ever had. I left under a dark cloud; travelled all over the world, doing humanitarian work but in the end all I saw was the corruption and evil that this world can produce. It was after arriving in Manchuria that I ran into Kato.

 **Spiderman:** Let me guess; the two of you were caught in some jam, worked together to get out of it and became friends ever since.

 _Even Spidey noticed the now awkward silence that took hold inside the Black Beauty._

 **Kato:** Please do not refer to the Japanese invasion as a ... jam.

 **Spiderman:** Invasion?

 **Green Hornet:** Five years ago; the Kwantung Army invaded Manchuria in September. They moved troops up the South Manchurian Railway and in a couple of days captured virtually every city along the line.

 **Kato:** I was living in Yingkou when the soldiers arrived. For hours I ran from street to street, in and out of buildings to avoid the fighting. Then I was caught in an explosion from motor fire, everyone in the street ... dead.

 _ **(Spiderman) I... I didn't mean to... you guys know I don't... Oh god.**_

 **Kato:** I was on the ground... delirious, expecting to die there. But then I felt someone pull me up and carry me away. That's when I met Hornet.

 **Green Hornet:** I was travelling around China at the time ... I arrived in Yingkou the day before the invasion. It was so peaceful; one moment it was beautiful city, next it turned into a warzone. As I was trying to make it out alive, I came across Kato still breathing. I couldn't leave him there so I picked him up and guided us out of the city. Luckily we managed to reach a harbour and boarded a ship heading to the states.

 **Kato:** He saved my life that day, and since then I swore to serve and protect him for the rest of my days.

 **Green Hornet:** After arriving back in Chicago, I discovered that my...my father was murdered by the crooked DA. I pushed the cops to investigate but they were dragging their feet. It didn't take me long to realise that the police force was just as corrupt as the politicians, so I took it upon myself to get justice. With the help of Kato I managed to bring down my father's killer and ever since then, I worked to rid my city of the crime and corruption that has taken hold of it ... As the Green Hornet.

 _For a few minutes Spidey was silent, taking in the story that he just heard. He couldn't help but respect and even admire them for what they do. In the end he decided to be honest with his new partner._

 **Spiderman:** I also do what I do because I lost someone special to me. When I first received my powers I thought my luck had changed, that good things were coming my way. But then one night my uncle was gunned down for no reason ... no reason at all. That was when I made a promise to do something good with the hand that fate dealt me. Because I had now what I need to make things better; one day at a time, even when others don't understand and only see a masked menace.

 **Green Hornet:** Spiderman, There are hardly anyone in this world who understands why we do this. I wear masks not to hide my identity, but to create one. Someone who can inspire others to take up the cause; to stand up to the corrupted and selfish. A hero should have no face, so that everyone can imagine theirs to be the one behind it.

 **Spiderman:** But then why do you let people believe you're a criminal ... seems kinda counterproductive.

 **Green Hornet:** Is it? Tell me ... those heroes that appear in the comic strips; what do they all have in common?

 **Spiderman:** Tights?

 **Green Hornet:** No.

 **Spiderman:** Capes?

 **Green Hornet:** No...! it's that everyone knows that they're good guys; think about it the only thing criminals have to do to get their way is to start endangering innocent people in order manipulate a good persons morals. You see it everywhere; in court, the police and so forth. But what if the bad guys thought that the good guy is also a bad guy? There'd be no point in that and that's what Kato and I do differently. We pose as villains, but we act like heroes, and there's very little collateral damage.

 **Spiderman:** I never thought of it like that. Wait? So when Shadow said that you liked to remove your competition...?

 **Green Hornet:** Conveniently placed evidence here ... the random anomalous tip there. Anything I uncover in my investigations I leak to the local DA, then local law enforcement takes over. Leaving me to publish a very informative article in the Daily Sentinel the next day ... it's a nice little set up I've got going on.

 _ **(Spiderman) Wow, this guy has got things figured out ... defiantly glad that the pair of them are on my side.**_

* * *

 **The Pussycat Club**

 _In a small seedy strip club located in the Chicago's uptown, a group of gangsters are sitting around a table placed alongside the catwalk and enjoying the show of girls. One of the group; Popeye, is in his mid-thirties and wearing a black pinstripe. But his most notable feature is that he is missing his left eye._

 **Gangster:** You know Popeye; you've been chilling out here for the last few weeks. Don't you think the boss be angry with that?

 **Popeye:** Not a chance, pretty soon he's gonna have more things to worry about beside how I jolly up.

 **Gangster:** What's the story?

 **Popeye:** Let's just say he ought to enjoy his time at the top ... while he still can.

 **Gangster:** You meaning when the Green Hornet gets back?

 **Popeye:** No you mook! I'm talking about... Ah forget it. Besides that Hornet's not going to be a problem anymore. Word is he's taken a long deserved dirt nap. We won't be hearing from him any time...

 _Before he could finish his sentence, the wall just behind them suddenly explodes. Debris goes flying everywhere as everyone runs away or ducks for cover. As the dust settles the two heroes emerge into the club from the giant hole they just made in the wall. Spiderman takes a quick look at the surrounding mess they just made with the Black Beauties rockets._

 **Spiderman:** That is certainly one way to make an entrance. Why use the front door when you can easily make one.

 _The pair of them wanders over to the pile of debris just in front of them. They clear some of it away to find the man they're looking for; Popeye, lying and groaning on the ground._

 **Green Hornet:** Well, well ... Popeye, you've certainly been better.

 **Popeye:** Hornet? But ... you're ... you're supposed to be 6ft under!

 **Green Hornet:** Huh, guess I missed the service.

 **Popeye:** Well ... whatever it is I ain't telling you squat!

 **Green Hornet:** Is that a fact?

 _Both he and Spiderman stand aside so that the Black Beauty can drive though the hole in the wall and carefully over Popeye without crushing him. Suddenly a stream of flames bust from the car's front grate, like a flamethrower and just above Popeye's head. The gangster lets out a scream of terror as the flames nearly burn his skin._

 **Green Hornet:** Care to reconsider?

 _A few minutes later, the two heroes emerge from the destroyed strip club and enter the Black Beauty._

 **Kato:** Where are we going Boss?

 **Green Hornet:** Goblins main lab ... at the Chicago University.

* * *

 **A/N: Comment and Review.**

 **Thanks**


	19. Highway of Destruction

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 19: Highway of Destruction**

 **Chicago University – Night**

 _It took the Black Beauty about half an hour to reach their destination from the Pussycat Club. In that time Spiderman was able to get in touch with the rest of his team and organise a rendezvous at the university. As the car pulls up in front of the universities entrance; our heroes get out and head straight for the front doors._

 **Spiderman:** Shadow and Zorro should be here already so let's move.

 **Green Hornet:** Hold up, I'm getting a message from Shadow.

 _Even with the mask covering his face, Spidey could tell that Hornet was a little puzzled by the telepathic message he was receiving from the Shadow._

 **Green Hornet:** Look out above?

 **Spiderman:** What's that suppose to...

 _Suddenly a body drops from the sky and lands on the sidewalk right behind the pair of them with a load THUD!_

 **Spiderman:** DUDE! That was just messed up!

 **Green Hornet:** Let's just get to the lab.

* * *

 **Goblin's Lab**

 _About 10 minutes later; Spiderman, Green Hornet and Kato step out of the buildings elevator and onto the top floor. As they step into the hallway, the three masked men found themselves amongst their comrade's handiwork. The bodies of Goblins thugs littered the hallway; some were shot dead while others appeared out cold but with cuts and wounds ... Spidey couldn't help but notice that some of them also had a tiny "Z" cut into their cheeks and necks._

 **Kato:** It seems like we missed quite the party.

 **Green Hornet:** Whatever Goblin was doing here, it must be something to have this much muscle protecting it.

 _The group follow the trail of bodies down as they make their way down the hallway and towards the main laboratories._

 **Spiderman:** Why would Goblin take over a university lab for his ... whatever?

 **Green Hornet:** Outside of a military instillation; this place would already have the most of the equipment he could need. I also know that the university sublets its labs on occasion for private research, bet they had no idea what was really going on here.

 _When they reached the end of the hallway, the group finds themselves in front of the large doors of the main laboratory. Spiderman pushes them open and they enter into what looked like a bomb site; windows smashed, furniture overturned and broken, lab equipment damaged beyond repair. At the fair end of the lab, Spidey could see Shadow and Zorro rummaging through the wreckage._

 **Green Hornet:** You could have at least left this place in one piece!

 **Shadow:** Its occupants weren't exactly very welcoming?

 _ **(Spiderman) Was that an attempt at sarcasm?**_

 **Green Hornet:** We'd be lucky to find any clues or evidence now!

 **Zorro:** Señor Hornet; I doubt we would have found much any way ... The Goblins men were in the process of torching this building when we arrived. They must have took anything of importance a while ago ... nothing seems to be here.

 **Swift Cloud:** Phewee! That must have been some tussle we missed?

Everyone looks round at the entrance to see Cloud and Phantom making their way inside.

 **Phantom:** I take it we're too late?

 **Spiderman:** Yeah and not just to the party ... Goblin cleared out before we got here. He's always one step ahead of us, why can't ever catch a break?

 **Phantom:** Then maybe we should ask our friend?

 **Green Hornet:** What friend?

 _Calmly, Phantom walks across the room, everyone's eyes set on him. He makes his way over to a set of lockers and leans in close to each one as if listening for something. When he reaches the final locker, he pulls it open and out falls a man in a white lab coat and in a frantic stage of terror._

 **Dr Sherman:** PLEASE! PLEASE DON'T KILL ME!

 _Everyone hurries over as Phantom gently stands the man up and sits him down on a nearby chair._

 **Swift Cloud:** How in tar nation did you know where he was cached up?

 **Phantom:** Old Jungle saying; "Phantom has the eyes of a hawk and the ears of a fox". I could see the seven of us standing here but I heard eight breathing.

 **Spiderman:** Hold up! Shadow, how did you of all people miss him?

 _The Shadows only response was to stare at Spiderman with a cold glance._

 **Spiderman:** Ok ... so we're just gonna ignore that one.

 **Dr Sherman:** Who ... who are you people?

 **Spiderman:** Well my names Spiderman, This is Phantom and that's...

 **Green Hornet:** What is this; a meet and greet? Tell us what you're doing here?

 **Dr Sherman:** I'm ... I'm Dr Arnold Sherman and this used to be my lab. Those men ... they came to burn down this whole building, I tried to stop them but they forced me into that locker. They were going to let me burn too.

 **Zorro:** What happened here?

 **Dr Sherman:** A while ago I was approached by a man who represented a Mr Osborne; saying he wanted to use our facility for some kind of research. I agreed but next thing I knew myself as well as my colleagues were kept here against out will, under watch by his thugs and forced to work on his ... project.

 **Spiderman:** What project?

 **Shadow:** Tell us ... does it have anything to do with Bronzium?

 **Dr Sherman:** How did you...? Yes, the Bronzium. I didn't think it actually existed but then we were given a sample and ... there it was.

 **Kato:** What do you mean by that?

 **Dr Sherman** : We suspected that it existed because of the rather large gap between two known elements in the Periodic Table. Indicating that there had to be some unique molecular combination that spanned the two elements; so much of the probable properties of Bronzium could be extrapolated by comparing properties of the two surrounding elements. But since it had never been found naturally, all the knowledge that we had was purely speculation and extrapolation ... at least it was.

 **Phantom:** Dr Sherman, this is very important ... tell us everything you know about Bronzium and this project of Osborne. And don't worry...

 _Phantom reaches into his belt and takes out a small silver ring and in turn slips it onto the finger of Dr Sherman's right hand. When he looks at it more closely he saw that it had a symbol engraved on it; two crossed keys._

 **Phantom:** You are now under my personal protection.

 **Dr Sherman:** Err ... ok...Well what we learned was that the metal was subject to constant expansion and contraction of its molecular bonds-constant electrical tension is about all that holds it together.

 **Spiderman:** Wait, so you're saying it's molecularly unstable?

 _For a brief moment the other masked outlaws just gave the teenager bewildered looks._

 **Spiderman:** Oh don't look at me like that, you all should know by now that I'm a science geek.

 _ **(Spiderman) Honestly ... some people.**_

 **Dr Sherman:** Well look at that ... there's a keen mind under that mask. It's radioactive, in fact, although probably very mild in its radiation emissions, because neither of the two elements around it are very potent radioactively.

 **Spiderman:** Hold up!

 _Everyone looked to Spiderman, but he looked deep in thought. Pacing and occasionally mumbling to himself, the others could literally see the wheels turning in his head._

 **Green Hornet:** What are you thinking kid?

 _Spidey was going over everything in his mind; What Shadow said about Bronzium being the "power of the gods", it being_ _molecularly unstable and even what Goblin said; "I am become death, the destroyer of worlds". And that's when it hit Spidey..._

 **Spiderman:** Oppenheimer...

 **Swift Cloud:** You say something darlin'?

 **Spiderman:** Could Bronzium be used to create some kind of weapon?

 **Dr Sherman:** I was only forced to research the metals properties and then work on something else for Osborne. But ...yes, maybe ... in theory.

 _The scientist gets up of his chair and walks past the team towards a chalkboard on the wall, where he starts brainstorming complicated equations._

 **Dr Sherman:** As I said the constant electrical tension of the molecular bonds holds it together. But if those bonds were ever breached...

 **Green Hornet:** By what, an explosion?

 **Dr Sherman:** Wouldn't do it. Bronzium may be molecularly unstable, but it's not physically brittle. Just breaking it into pieces wouldn't breach the bonds. But if the power of the electrical tension was turned in on itself in an _implosive_ fashion, then the molecules would fly apart and _then_ you'd get your explosion.

 **Shadow:** How big?

 **Dr Sherman:** ... No man can say. The reaction would quickly spread to all levels of the element's atomic construction. Fashioned into a bomb, the results would be catastrophic.

 _ **(Spiderman) No ... It can't be?**_

 **Dr Sherman:** I guess you could call it an Implosive, explosive, sub-molecular device.

 **Spiderman:** An _**Atomic Bomb**_.

 _The room goes quiet as this revelation sinks in. Some like Cloud, Kato and Phantom were still a little confused but Hornet and Shadow understood the gravity of the situation, Spiderman more than any of them._

 **Shadow:** Power of the gods indeed ... But how exactly could anyone weaponise such a device?

 **Spiderman:** He'd need a beryllium sphere; The Bronzium goes inside the generator ... the sphere, with tiny electrical charges evenly distributed over the surface and surrounded by an enhancement shell to reflect the energy loss back on itself.

 **Zorro:** Señor Spider how is it you know all of this?

 **Spiderman:** I ... err ... read a lot of scientific journals?

 **Dr Sherman:** My God! I remember one of my colleagues telling me about a sphere fitting that description that he was forced to work on. But it's not here anymore; Osborn's men took it a few days ago.

 **Green Hornet:** Where?

 **Dr Sherman:** I don't know...

 **Shadow:** Yes you do.

 _The Shadow approached the man and stood right in front of him, staring into his eyes with a hypnotic gaze._

 **Shadow:** Think back ... amongst all the fear and anguish you suffered through, you heard something. Now tell me.

 _He and the doctor held each other's gaze for a long time. Dr Sherman looked like he was lost elsewhere, his mind being forced to focus on the information that Shadow wanted. Then suddenly something crept to the front of his mind ... something he previously dismissed but was now as clear as day._

 **Dr Sherman:** Now that you mention it, before you lot arrived I overheard those thugs say something about a meeting at some warehouse in the industrial sector.

 _Shadow broke his eye contact with the Doctor and turned to face his comrades._

 **Shadow:** We need to move ... now!

* * *

 **Chicago's southeast side – Industrial sector**

 _About an hour later, the team arrived at the city's industrial sector; Spiderman, Shadow, Zorro, Phantom and Swift Cloud were all searching the sounding warehouses for any signs of the Goblin or his men. Meanwhile Green Hornet, Kato were parked on the street outside, staking out the area for any signs as well. By now the weather this night had taken a much drizzled turn, as a downpour of heavy rain sweeps over the city. After searching a bunch of warehouses and desperate to stay out of the weather for a bit, Spiderman returns to the Black Beauty to check on his team mates._

 **Spiderman:** Nothing, there isn't anything that reeks of Goblin around here ... and that's a strong stench.

* * *

 **Cutaway**

 _Chibi Spidey is relaxing in a hot tub, but then suddenly Chibi Goblin shows up wearing only a towel and jumps in beside Chibi Spidey. He then places his arms behind his head and the stink lines of Chibi Goblins armpits engulf the two of them; forcing Chibi Spidey's eyes to water as he scrambles out of the tub._

 **Cutaway Ends**

* * *

 _Spiderman shivers at the thought but then quickly notices that Hornet looked distracted._

 **Spiderman:** Hey Hornet, you in there?

 **Green Hornet:** What? Sorry Spiderman I was just thinking.

 **Spiderman:** Well spill.

 _At first Hornet was puzzled by Spidermans choice of words but quickly dismissed it as he continued._

 **Green Hornet:** It just seems like Goblin is always one step ahead of us. We've chased him across the border and back again and we still don't know his end game. I mean he's obviously grabbing for power with all these weapons he's been developing he could have made his move a long time ago. But why muscle into Chicago? Why build this atom bomb at all?

 **Spiderman:** I know what you mean; it's been bothering me too. I can't help but shake the feeling that we're missing something and its right in front of us but we can't see it.

 **Green Hornet:** We just have to hope that Goblin shows his hand soon...

 _ **(Shadow) Comrades! We've located the device. Goblins men have loaded it onto a truck, but we're pinned down. Go and we'll catch up when we can.**_

 **Green Hornet:** Kato ... let's move.

 _Kato nodded in response and put his foot down on the accelerator. As the Black Beauty speed off down the street of the industrial area, Spiderman turned to Hornet._

 **Spiderman:** Wait! How do we know what truck we're looking for?

 _The Black Beauty turned sharply round a corner and up ahead the heroes could see a large truck pulling out onto the street in front of them._

 **Green Hornet:** There it is!

 **Spiderman:** How do you...? Whoa! Spidey sense!

 _All of a sudden the Black Beauty swerves suddenly as another car strikes its side. Spiderman looks out his window to see the passengers of this car were some of Goblins armed goons. Then another car appears on the other side of the Black Beauty and finally another one right behind them._

 **Green Hornet:** That's how.

 _ **(Spiderman) Huh, despite driving uncontrollably fast on a busy street in the pouring rain, these guys are surprisingly well coordinated.**_

 _The goons lower their windows to lean out and aim their guns to open fire upon the Black Beauty. However despite being riddled in gunfire, the Black Beauty's armour holds up._

 **Green Hornet:** Kato, let's get some distance.

 _The masked chauffeur presses a button on the dash board causing the Black Beauty speed to accelerate forward and away from the other cars. This caused the goons cars to be caught in a crossfire and each were riddled with the others bullets, forcing one of the vehicles to swerve off the road and crash into a lamp post. The remaining cars managed to catch up, one of them overtakes the Black Beauty and positions itself right in front of it, two goons lean out of the windows and once again opens fire._

 **Green Hornet:** Front guns!

 _At the push of another button; two_ _._ _30 caliber M1919 Browning machine guns rise from the hood of the car and open fire on the goon's car. After taking too much fire it spins out of control and crashes into incoming traffic._

 **Spiderman:** Holy...!

 _The remaining car overtakes them but keeps to the right side to avoid the front guns and begins to open fire once again._

 **Spiderman:** Can this thing take much more?

 **Kato:** It'll take something a lot bigger to scratch the Black Beauty. Hornet, you thinking door guns?

 **Spiderman:** What are door guns?

 **Green Hornet:** These.

 _Hornet opens the door on his side of the car, which opens as a suicide door. When he does this a hidden hatch opens up to reveal three 12 gauge machine guns fitted into the door. Hornet uses them to return fire at their adversaries and after taking a few hits, the goons back off and try to come round on the opposite side of the Black Beauty._

 **Green Hornet:** Your turn kid!

 _Spiderman grabs the door handle and opens the door on his side, the guns emerge and he fires upon the car._

 **Spiderman:** THIS ... CAR ... IS ... AWESOME!

 _After soaking up too much damage, the goon's car spins out of control and onto the opposite side of the road and crashes into oncoming traffic._

 **Spiderman:** I hope those guys are ok?

 **Green Hornet:** You'll never stop surprising me Spiderman; even after they tried to kill us, you think of their well being.

 **Spiderman:** It's what I do. Now with them out of the way; let's catch up to that truck.

 _The Black Beauty speeds off, getting closer and closer to the truck. Then from out of a side street another truck speed out ahead of them and move into position between the first truck and the Black Beauty._

 **Green Hornet:** Get ready.

 _The back doors of this truck swing open to reveal a huge Gatling gun mounted on a tripod. Its gunner grins menacingly while two other goons are kneeling right next to him armed with bazookas._

 **Spiderman:** Err ... Kato? I think they now have something a lot bigger.

 _As soon as the Gatling gun opens fire, the Black Beauty swerves to avoid the incoming fire, especially the rockets as they explode on impact when they strike the road the road._

 **Spiderman:** This isn't good! This isn't good at all!

 **Green Hornet:** Kato, time for the heavy artillery!

 _Kato presses another switch on the dashboard which lowers the Black Beauty's front bumpers, revealing the FIM-92 Stinger missiles concealed inside. The Black Beauty positions itself right behind the truck, while taking the incoming fire of the Gatling gun. The car fires one of its missiles, but it narrowly missed its target and explodes on the road._

 **Green Hornet:** AGAIN!

This time the _missile fired hits his target, the truck explodes and topples over onto its side while the Black Beauty swerves to avoid hitting it._

 **Spiderman:** Phew that was a close one; you think that was the last of them?

 _Suddenly another 4 cars appear from a nearby street and are now right on their tail._

 _ **(Spiderman) I just had to open my mouth didn't I?**_

 **Green Hornet:** This could be a problem.

 **Spiderman:** Wait, stay on the truck, I'll take care of these guys.

 _Spiderman takes off his coat and hat, and then opens is door of the car._

 **Green Hornet:** What are you doing?!

 **Spiderman:** Either something very awesome, or very stupid. Only one way to find out.

 _He climbs up onto the roof of the Black Beauty, trying to avoid gunfire from the goon's cars. He steadies himself and leaps into the air, landing on the roof of the first car. He then uses his web shooters to rip open the hood of the car and then smashes the engine with his fist._

 _Before the engine gives out and the car comes to a complete stop, Spiderman leaps over to the second car while still avoiding enemy fire. He does the same thing to this car and then web swings over to the third car and shoots webbing into the two front wheels, clogging them up and causing the car to stop in its tracks._

 _As Spiderman swings closer to the last car, a goon leans out of the window and Pulls the pin out of a grenade he was holding and throws it at Spiderman. Using his amazing reflexes he avoids the grenade as it passes over his shoulder, he catches it with his webbing and swings it back at them. The grenade lands just in front of the car and as it exploded it caused the car to turn over and land on its side, skidding to a halt._

 _ **(Spiderman) Huh ... I can't believe that actually worked**_

 _Spiderman fires both his web shooters and latches onto the back bumper of the Black Beauty, dragging the web-slinger along the road as he tries to maintain his balance atop the hood from one of the goons vehicle._

 _ **(Spiderman) Hey cheek it out ... Web Skiing!**_

 _The Black Beauty continues the follow the Goblins truck down onto Chicago's main street, with Spiderman still tagging on behind ... and in amongst the busy Chicago traffic._

 **Spiderman:** Oh this is not going to be pretty.

 _The Black Beauty swerves around the busy traffic in order to catch up to the truck, so does Spiderman._

 **Spiderman:** Whoa! Hey! Slow down!

 _ **(Spiderman) Maybe this wasn't the best idea after all!**_

 _As they turn a sharp corner, the web slingers is hurled over to the pedestrian side walk, narrowing avoiding some passersby. This goes on for some time until suddenly the Black Beauty makes an emergency stop, causing Spiderman to slingshot right over the car._

 **Spiderman:** AAAHHHHHHHH!

 _As he let's go of his webs, he continues to be propelled forward until he lands with a thud right on top of the truck. Meanwhile back inside the Black Beauty..._

 **Green Hornet:** Did he make it?

 **Kato:** He made it.

 **Green Hornet:** He did? Huh ... you owe me 10 bucks.

 _Meanwhile back on top of the truck..._

 **Spiderman:** Can't ... feel ... arms.

 _As Spiderman staggers to his feet, he suddenly hears a loud humming sound ... similar to an engine. He looks around for any sign of danger; and sees a squadron of Goblins Spider soldiers on their gliders heading straight for him._

 _ **(Spiderman) It really is going to be one of those days isn't it?**_

 _As the gliders descend and open fire on the wall crawler, he uses his spider-like reflexes to dodges every shot made._

 **Spiderman:** What are they ... nuts!?

 _ **(Spiderman) And before you ask it was a rhetorical question.**_

 **Spiderman:** Would be nice if Hornet could use some covering fire here!

 _As if on cue, the Black Beauty finally catches up and drives alongside the truck. The trunk of the Black Beauty opens to reveal the Green Hornet crouched inside and armed with a_ _.30 Caliber M1919A6 Browning machine gun on a tripod mounted to the trunk of the car._

 **Green Hornet:** HOLD ON, KID!

 _He opens fire on the Spider Soldiers, causing them to disperse out of formation. While firing into the air, trying to keep them distracted, he clips of the gliders. It spins out of control and crash into a nearby building. Meanwhile Spiderman tries to make his way to the front but before he reaches it, another glider swoops down and tries to slash at Spiderman with its venom-like claws. Spiderman manages to avoid the attack but the Spider Soldier fly's over him before eventually doing a u-turn and heads straight back for Spiderman._

 **Spiderman:** Oh boy!

 _Just before it reaches him however, it suddenly gets blown out of the sky. Spiderman looks up to see who or what saved his butt._

 **Spiderman:** ROCKETEER!

 _The Rocketeer flies down from the sky, armed with a grenade launcher, and lands right next to Spiderman on the truck._

 **Rocketeer:** Looks like you could use a hand?

 **Spiderman:** What happened to; "I'm not a hero and this is out of my league"?

 **Rocketeer:** Alright look ... I'm a mook, ok? And I'm willing to accept all your smartass remarks later. But right now we're being shot at by flying space age freaks!

 **Spiderman:** So we should leave the heart filed forgiveness speech for later then?

 _They both look up to see the rest of the Spider Soldiers heading straight for them._

 **Rocketeer:** You and me both, kid.

 _He blasts of with his rocket pack to take on the soldiers above. Using his newly acquired grenade launcher he takes out a few more of their gliders, along with some help from Hornet down on the road. Only a few of the Spider Soldiers are left now, but they fly over to the truck and jump down on top of Spiderman._

 _ **(Spiderman) How did I not see that coming? Oh wait Symbiotes don't set off my spider sense, wow our writer really does his homework, now if you would excuse me.**_

 _He continues to struggle with the Symbiotic soldiers as they pin him down they raise their arms up morphing them into blades and slash down at him, before the deadly blow was struck they each get shot in the head and fall off the truck, looking round Spiderman sees off in the distance, on a bridge, Swift Cloud and Phantom with their guns drawn and barrels smoking._

 **Swift Cloud** _ **:**_ Told you I can bull's-eye that from here.

 **Phantom:** Appears I'm not the only one who can shot the flies off an elephant.

 **Swift Cloud:** Another one of your jungle sayings?

 **Phantom:** Yes.

 _Taking advantage of the lack of Symbiotes, Spiderman leaps over and lands on the hood of the truck and stares at the driver._

 **Spiderman:** I'm sorry sir but do you have any fruits, vegetables or W.M.D's in your vehicle?

 _Without waiting for a response, he punches the hood of the truck, destroying the engine and causing it to finally stop. As it does so the Black Beauty catches up and stops alongside them and both Hornet and Kato step out. Rocketeer lands next to them and Swift Cloud and Phantom ride up to them on police horses and get off._

 **Rocketeer:** Where'd you swipe them?

 **Swift Cloud:** Couple of lawmen.

 **Kato:** You stole their horses?

 **Phantom:** The word is "requisitioned".

 **Spiderman:** Horse rustling aside, good job guys we got the bomb ... destroyed a lot of Chicago in the process, but we got it.

 **Green Hornet:** Don't worry I'll be taking the blame for this mess.

 _They make their way towards the truck, Spiderman reaches the doors and swing them open and allowing the heroes to look at the contents within or ... lack thereof._

 **Swift Cloud:** Gol-Darn ... Empty? How could it be empty?

 **Green Hornet:** It was a distraction; Goblin had us lewd away with a decoy he made off with the real thing.

 **Phantom:** "All warfare is based on deception"

 **Rocketeer:** Is that one of your old jungle saying?

 **Kato:** It's Sun Tzu.

 **Rocketeer:** Close enough.

 **Spiderman:** Every time ... he is one step ahead of us ... EVERY TIME!

 _In a burst of rage Spiderman kicks the side of truck, creating a dent._

 **Rocketeer:** Did that help?

 **Spiderman:** No!

 **Rocketeer:** Did it hurt?

 **Spiderman:** Yes...

 **Swift Cloud:** So what's the plan?

 **Spiderman:** I don't know ... I really don't...

 _As Spiderman turns round to face his team he notices a few more Spider Soldiers riding gliders are heading right for them._

 **Spiderman:** INCOMING!

 _As the team duck for cover, the Symbiotes unleash a bombardment of pumpkin bombs at them, each one exploding each of the masked heroes as they strike the ground. After the ended of the surprise attack, Spiderman tries to move but realises that his leg is trapped under some wreckage. He looks round and barley makes out the destruction that lay before him. The truck was destroyed along with some nearby vehicles and an entire side of the street._

 **Spiderman:** (Coughing) is everyone ok?

 _His vision is still a bit blurred but he sees a shape appear before him, not quite able to make it out, the person's dark skin and hair made his stomach jump as he thought he saw..._

 **Spiderman:** Ava?

 **Swift Cloud:** It's me darlin'.

 _As his vision starts to come back to him, he can make out Swift Cloud leaning over him. She appears to be mostly unharmed with the exception of a few scratches here and there._

 **Spiderman:** (Coughing) how did you?

 **Swift Cloud:** I can run pretty fast darlin'.

 _She starts to lift the wreckage off of him, and then removes his mask._

 **Swift Cloud:** Are you ok, anything broken?

 **Spiderman:** Just my ... everything.

 _She chuckles and smiles at him and he returns it._

 **Spiderman:** Thank you.

 **Swift Cloud:** Pshaw, ain't any trouble darlin'.

 _As they look at each other, they fail to notice the lone Symbiote flying towards them. Its glider extends some kind of harness and it ensnares Swift Cloud, and sends an electro shock that knocks her out, then it pulls her up and carrying her away._

 **Spiderman:** JACKIE!

 _He stagers to his feet but to no good, he is too weak and wasn't quick enough to help as the Symbiote carries Swift Cloud away._

 **Spiderman:** JACKIE NO!

 _As he tries to move, he just falls over and hits the ground. Hornet comes over to him._

 **Green Hornet:** Spiderman it's no good! She's gone!

 **Spiderman:** WE CAN STILL...!

 **Green Hornet:** PETER! We can't help her right now, the best way to help her is to find Goblin, and we still need you for that!

 **Spiderman:** Ok ... ok. Lets meet up with Shadow, we need to regroup.

* * *

 **A/N: Comment and review.**

 **Thanks**


	20. The Calm Before the Storm

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 20: The Calm before the Storm**

 **New York – 2013 – Day**

 _After their investigation at Chicago's public library, Ava and MJ are back in the S.H.I.E.L.D. fighter jet and have been discussing what they've learned hours beforehand._

 **MJ:** I still can't believe we actually found this.

 **Ava:** Me neither.

 _MJ opens the folder on her lap and starts reviewing its contents._

 **MJ:** It's so weird though, I swear I've never heard of the Spider of New York or this Green Hornet. But something about them seems so familiar ... like nagging thought at the back of your head.

 **Ava:** You don't think that Peter's actions in the past can be affecting us in the present?

 **MJ:** Is that even possible?

 **Ava:** Trust me MJ, during the short time I've known Peter, I've came across things a lot weirder than this.

 _From then onwards MJ spent the remainder of the flight asking Ava more questions about her time with Peter and her life as the White Tiger. At first the Latina heroine humoured her but quickly started to enjoy this bonding experience; swapping stories about Peter's early life and training alongside him as Spiderman. The two of them got so into their "girl time" that before they knew it they had already reached New York. Ava turned off the jets auto pilot and manoeuvred the vehicle's flight path manually towards the Tri-Carrier._

 **MJ:** Is that where we're going?

 **Ava:** The S.H.I.E.L.D. Tri-Carrier; we have to show what we found to Fury and the guys.

 _She guides the fighter jet closer to the Tri-Carrier and approaches one of its hangers._

 **Ava:** This is White Tiger, authorisation code: AA20-39, requesting landing permission in landing bay 6.

 **MJ:** I can't believe I'm going to see the S.H.I.E.L.D. Tri-Carrier ... This might just be the story that gets me a job at the Bugle.

 **Ava:** Think again MJ, you're going to have to stay in the jet when we land.

 **MJ:** Oh no, you are not leaving me in here! Not a chance.

 **Ava:** Tri-Carrier, authorisation code: AA20-39 ... Why won't they respond?

 **MJ:** What's wrong?

 **Ava:** This isn't right ... Tri-Carrier do you read me?

 _After a few more minutes of silence, she presses a few buttons on the console._

 **Ava:** Override code: 3639-1I.

 _The hanger doors finally begin to open and Ava flies the jet slowly inside the hanger._

 **MJ:** Why do I get the feeling that you weren't supposed to know that?

 **Ava:** For your information, Director Fury entrusted me with these codes in case of an emergency ... I just hope this isn't one.

* * *

 **Reid Mansion – 1936 – Night**

 _After the destructive events on the streets of Chicago; Spiderman and his team regrouped back at Green Hornets mansion to better prepare themselves for the inevitable confrontation with Goblin and his forces. In a laboratory located in a secret basement inside Hornets mansion, Spiderman is working tirelessly on making anti-venom with assistants from Hornet._

 **Green Hornet** : Are you sure this will work?

 **Spiderman:** Of course it'll work. This isn't the first time I've made something like this, I memorised the formula so this shouldn't take long.

 **Green Hornet:** You know, if we modify this into a gas, I can have it weaponized for a much easier dispersal.

 **Spiderman:** You can do that?

 **Green Hornet:** Kid ... This is kind of my speciality; you're not the only genius here.

 **Spiderman:** Ok then, get on it. We have to get this ready now.

 _Hornet makes his way out of the lab, passing the Shadow on his way._

 **Shadow:** How's he doing?

 **Green Hornet:** I'm worried; I think he's taking Jackie's capture harder than all of us. He's hasn't stopped working since he got back. What's even worse is he hasn't cracked a joke in hours.

 _He starts to make his way towards the stair well, but as he gets up only a few steps he turns to ask Shadow about something that has been bothering him for a while._

 **Green Hornet:** Do you ever get the feeling that the kids not telling us everything? I mean Goblin only showed up a year and but we knew next to nothing about him until Spider-kid in there comes seemingly out of nowhere with all the answers.

 _It didn't seem like Shadow was going to answer his question so Hornet just carries on to his next point._

 **Green Hornet:** Look ... maybe you should talk to him.

 _He looks at Shadow for his response but all he gets in return is Shadow's trademark stare._

 **Green Hornet:** Don't give me that look; I've seen the way you chew him out over the tiniest mistake. He's also told me of some of the things you've said to him and the advice you've given.

 **Shadow:** I'm just trying to stop him from getting himself killed ... that doesn't mean I'm a Dutch uncle to the boy.

 **Green Hornet:** No ... more like a mentor training a protégé. Admit it; you want him to be more like you.

 _And on that note Shadow turns away from Hornet and walks over to the Lab door but before he enters he looks over his shoulder to say one last thing to him._

 **Shadow:** On the contrary; what I'm doing ... it's so he doesn't end up like me.

 _He leaves Hornet and enters the lab. For a moment he just watches Spiderman as he's working at a table; combining different chemicals in order to produce his Anti-venom formula._

 **Shadow:** Spiderman.

 **Spiderman:** I don't understand, it's not mixing the way it should!

 **Shadow:** Then focus your attention.

 **Spiderman:** I am!

 **Shadow:** Don't lie to me.

 **Spiderman:** What! Did you read my mind?

 **Shadow:** I don't have too; an agitated mind won't help us in our fight to defeat Osborn. Not to mention some of our comrades are starting to ask questions about your in-depth knowledge of our enemy.

 **Spiderman:** Thanks for the advice Yoda; but I know what I have to do.

 **Shadow:** Indeed?

 **Spiderman:** Yes, I have to face Goblin; I have to fix all this ... and I have to do it alone.

 **Shadow:** That's not only unwise but just plain stupid.

 **Spiderman:** I'm serious; after I complete this I need to find Goblin ... and end this for good.

 **Shadow:** Think boy, that's why he took Jackie, he wants you to come after him in a blind rage. And you can barley hold your own against him. How do you expect to defeat him, his Enforcers, those Spider Solders and a whole army at his command? Going up against him alone is a death wish.

 **Spiderman:** Maybe, but I don't want anyone else is getting hurt because of me. I thought I could do this with you guys but look at what's happened; my friends get hurt, innocent people suffer and I'm the reason for it.

 **Shadow:** Osborn is the source of this misery, not you...

 **Spiderman:** BUT I CREATED HIM!

 _He slams his fist so hard on the table's surface that he makes a huge dent, causing some beakers to be thrown fall off and smash onto the floor._

 **Spiderman:** If I hadn't become Spiderman, I wouldn't have drawn so much attention to myself; Osborn wouldn't even have become the Goblin, he wouldn't have hurt my friends. Even Jackie's home town wouldn't have been destroyed, it's my fault that he's took her ... it's my entire fault. I cause nothing but misery to those around me. Maybe Goblin was right ... maybe I'm the real villain here.

 _Shadow doesn't say a word; he just lets Spiderman have his outburst before going back to his work. He then walks over to the same table that Spiderman was working at and kneels down to pick up bits of broken glass off the ground. Thinking the entire time about what he should say to the emotional teenager this time, but in the end he decided to tell him something he'd never told anyone else before._

 **Shadow:** Have you ever heard of the legend of Ying-Ko?

 **Spiderman:** What ... no?

 **Shadow:** Ying-Ko; the Butcher of Lhasa, a brutal warlord and opium smuggler of Mongolia. He destroyed many lives in his rise to power. Murdered, enslaved and extorted. One night he was kidnapped and brought before the mysterious Tulku; a man of great wisdom and foresight, so that he would be judged for his crimes. However the Tulku wanted to reform the warlord; he knew that for as long as Ying-Ko remembered, he struggled against his own black heart ... and always lost. Ying-Ko watched as his sprit, his very face changed from the years of conflict during the Great War. The Tulku told him that every man pays a price for redemption ... and this was his.

 **Shadow:** At first Ying-Ko laughed at the Tulku's offer; he told him that he wasn't looking for redemption and that his humanity was lost. So the Tulku used the power of his evolved mind to restore Ying-Kos humanity to him and from then onwards the Tulku taught Ying-Ko to use his black shadow to fight the evils of this world. It was the price for his redemption, payment to humanity for his past evil misdeeds.

 _Spiderman just stares at him, not knowing what to say. Shadow places the glass he collected back on the table._

 **Shadow:** I know what evil lurks in the hearts of men, for I have seen that very evil in my own heart ... I tell myself that every day to remind myself of what I have done, and what I have to do.

 _He turns to look directly at Spiderman._

 **Shadow:** Peter ... that same evil does not hold sway over you. You don't cause bad things to happen, bad things just happen around you. Even the best of us have that beast inside, readying to claw its way out from within. It's only if we let it that we become the villains of this world...

 **Spiderman:** You know just for once ... could you just speak plainly?

 _At first Shadow did nothing; but then in an uncharacteristic manner, he places both hands comfortably on Spidermans shoulders and spoke not as the Shadow ... but in the voice of Lamont Cranston._

 **Shadow:** No matter what you believe; the world is not spit into good guys and bad guys, we all have both light and darkness inside of us. What matters is what part we choose to act on ... that's who we really are.

 _He turns away from Spiderman and heads for the door. But before he leaves, he says something out loud so that Spiderman couldn't fail to hear._

 **Shadow:** At least that's what the Tulku was trying to teach me.

 _He walks out leaving Spiderman alone with his thoughts and to carry on with his work. Only this time he seems more focused on his task and before._

* * *

 **Island of Manhattan – Night**

 _Slowly, Swift Cloud starts to regain conciseness. Last thing she remembers is helping Peter after an ambush. Though still feeling a little dazed she looks around the room she finds herself in; it appears to be some kind of office filled with expensive furniture. Cloud tries to move but realises that she's been tied down to a chair. She starts to struggle with her bonds, but to no avail, they are tight round her wrists and ankles. Giving up on freeing herself for the moment, she looks out of the large window looking out onto the city._

 **Swift Cloud:** Where am I?

 **Goblin:** Awake at last Miss Kane.

 _Swift Cloud looks round to see that the Goblin had entered the room without her noticing. He's accompanied by his Enforcers Hammerhead and Pretty Persuasion. As he drew nearer she couldn't help but notice the outfit he's wearing; a brown pinstripe suit, a brown fedora and carrying a cane._

 **Goblin:** You are in the tallest building in the world, for the moment at least, located in the big apple itself.

 **Swift Cloud:** Where in the States Building?

 **Goblin:** Yes, but soon it will be the birth place of my new kingdom.

 **Swift Cloud:** You ... a king?

 _Cloud starts laughing hysterically, while gaining the evil eye from both of Goblins Enforcers._

 **Swift Cloud:** Is that a bluff or do you mean it for real play? And who are you two going to be ... his jester and whence? Although I'm not sure which is which?

 _Hammerhead growls and strides over to Cloud, grabs her by the throat and lifts her up off the ground, chair included._

 **Hammerhead:** What's wrong little princess? No Spider freak to save you this time.

 **Swift Cloud:** Go ... to ... blazes!

 **Hammerhead:** Say that again?

 **Goblin:** Lorenzini!

 **Hammerhead:** Right boss.

 _He lets go of her throat and lets her drop hard onto the floor and on her side._

 **Swift Cloud:** (gasping for air) knew ... you had no ... balls!

 **Hammerhead:** Little runt!

 _He kicks her a few times hard in the stomach, causing her to wince in pain._

 **Goblin:** I think that'll do. Bring her over; I want to show her something ... wonderful.

 _Hammerhead picks her back up and drags her to face the window of the office. Goblin takes out a set of binoculars and holds them up to Swift Clouds face._

 **Goblin:** Take a look at the paradise I brought to this city.

 _Swift Cloud looks down onto the streets of Manhattan. The streets are busy with activity, cars driving by; crowds of people are walking across the busy streets. Suddenly the doors of the Empire States Building burst open and a horde of Symbiotes poor out onto the streets, attacking civilians, turning over cars and destroying everything within the nearby area. As people try to flee in terror they are effortlessly caught by Symbiotes some are killed while others are infected, creating more and more Symbiotes and spreading even more further into the city._

 **Swift Cloud:** You're ... insane, all those people!

 **Goblin:** So my therapist keeps telling me. Soon my children will infect this entire city and after that, my new Kingdom will rise from the ashes of the old world.

 _He looks over to Persuasion._

 **Goblin:** Is everything ready for the final phase?

 **Persuasion:** Just say the word and everyone gets a new makeover.

 **Goblin:** Perfect.

 **Swift Cloud:** He'll stop you.

 _The three of them turn to face Swift Cloud, who just stares at them with a sly smile across her face._

 **Swift Cloud:** They all will ... and when they get here; you'll be planted 'neath the daisies.

 **Goblin:** What a colourful expression. In fact I was intending on giving you the honor of rolling out the red carpet for them.

 _Goblin reaches into his Inner jacket pocket and takes out a small vial filled with a familiar black substance._

 **Persuasion:** Oh please Mr Osborn ... let me.

 _Goblin hands her over the vial and she walks up to Swift Cloud, turning her chair round and sits on her lap so that they are both face to face._

 **Persuasion:** Awe why so glum, afraid your knight in shining armour is not going to rescue you?

 **Swift Cloud:** I'd take a good look in a mirror next chance you get; because when Spidey gets here, you'll end up on the Montgomery Ward with all the other Crowbaits.

 **Persuasion:** Well, we girls have to look our best don't we? Tell you what, why don't I help you with your makeup?

 _She opens the vial and slowly pours it over Swift Clouds head, she quickly gets off of her and allows the venom to engulf Swift Cloud, and she tries to scream but to no avail as the venom soon covers her entire body turning her into a ... nightmare._

* * *

 **Reid Mansion – Chicago**

 _About 20 minutes later; Spiderman enters the lounge to find the rest of his team waiting for him. Shadow, Hornet, Rocketeer are all sitting in armchairs while Phantom, Zorro and Kato are standing over by the fire place listening to the ham radio placed on top of it. All of them (with the exception of Shadow) have their masks off, so Spiderman takes off his._

 **Spiderman:** The anti-venom is ready guys, but look there's something I need to tell all of you ... About how I know Goblin.

 _On that note, everyone in the room was hanging on Spidermans every word._

 **Spiderman:** Goblin was once ... a man named Norman Osborn; a rich businessman, a scientist, technical master and a genius level intellect ... and he's psychotic.

 **Green Hornet:** That part we pretty much know already ... It's your connection to him that we want to know about.

 **Spiderman:** You see ... I kinda helped create him.

 **Rocketeer:** Create him?

 **Spiderman:** You see my blood has ... unique qualities. Osborn was hoping to harness my powers as a weapon for him to mass-produce; the first attempt resulted in the Symbiotes and eventually those Spider Solders of his. But before all that, he was injected with an augmented version of my D.N.A. by an employee of his. It changed him, mutated his body and mind into the monster that you see today.

 **Zorro:** My God...

 **Phantom:** Those creatures ... are of your blood?

 **Spiderman:** Yes.

 **Green Hornet:** I've read scientific journals regarding genetic research ... but nothing remotely close to the level of those Symbiotes.

 **Rocketeer:** Those things seem like something out of a comic strip or a monster movie.

 **Spiderman:** Yeah ... but if you thought that part was weird. Then what I'm going to say next might be too much to hear. You see...

 _ **(Spiderman) Well ... looks like this is it guys, let's hope they don't freak out too much.**_

 **Spiderman:** Goblin and I ... aren't from this era.

 _ **(Spiderman) And that was it ... from that point on I told them everything; from how I became Spiderman, to joining S.H.I.E.L.D., my team, how the Goblin was created, all the way to getting trapped here. They didn't talk; they just sat there and listen to every word I had to say.**_

 **Spiderman:** And there it is ... that's the whole truth.

 **Green Hornet:** Well ... that explains so much and yet also so little.

 **Phantom:** The 21st century ... unbelievable...

 **Zorro:** But when you are finished here, how do you plan to return?

 **Rocketeer:** You mean apart from going the long way round?

 **Spiderman:** I don't know, I really don't know. But for now all I can do is stop Goblin.

 _Spiderman wanted to give them time for this revelation to sink in; however he couldn't help but be confused by their initial reaction._

 **Spiderman:** I got to say ... you guys are taking this surprisingly well. I was half expecting to be strapped into a straight jacket by now.

 **Green Hornet:** Kid, before we met the worse Kato and I dealt with was corrupted politicians and wise guys. Now we've been dealing with futuristic weapons, monsters and a mythical metal that has the power to destroy this planet

 **Kato:** You being from 79 years in the future ... least weird thing yet.

 **Rocketeer:** Yeah and what Hornet said before; It actual explains a lot ... like you?

 **Spiderman:** Huh?

 **Rocketeer:** Face it kid, you never exactly blended in well here ... with the way you walk and talk.

 **Zorro:** What are your thoughts about all this Senior Shadow?

 _Everyone's attention turns towards Shadow, who hadn't said anything during the course of the conversation._

 **Shadow:** What do you think?

 **Green Hornet:** I think you knew all along ... didn't you?

 **Rocketeer:** The Shadow knows after all.

 **Shadow:** Would any of you have believed me if I told you?

 **Green Hornet:** Coming from you ... no. Luckily the kid has an honest face, unlike some of us right spooky?

 _Hornet chuckled and offered Shadow a sly grin, who in turn gave Hornet a slight nod._

 **Kato:** Everyone! You need to hear this.

 _Everyone turns their attention to Kato as he turns up the volume of the Ham radio._

 **News Reporter:** _"This is an Emergency broadcast! Priority one alert, Monsters has been reported to be wreaking havoc in midtown Manhattan._ _Repeat, monsters have taken over the entire Island."_

 _Shadow takes out his pistols one by one and reloads them, Phantom does the same with his and Rocketeer picks up his newly acquired grenade launcher._

 **News Reporter:** _"There have been multiple casualties, multiple hostages – civilians and police."_

 _Zorro draws his sword slowly and runs his thumb slowly across its edge and sheaths it again. Kato takes out a set of Nunchukes and twirls them around before attaching them to his back, on his belt. Hornet takes out his gas gun and Hornet sting and examines them before placing them back inside is coat._

 **News Reporter:** _"Again we have lost Manhattan. Detective Tracy is calling on anyone, anyone for assistance."_

 _Spiderman looks down and examines his black mask; he looks back up and sees that everyone else has their masks on and looking straight at him._

 **Spiderman:** I was expecting to finish this fight alone; you all have done more than enough. After everything I just told you if any of you want to back out now, I wouldn't blame you. But if you do come with me, chances are we won't live through this.

 **Rocketeer:** Hey my Jenny would kill me anyway if I let a kid go to his death. And you don't seem to get that if you go alone and fail, then we'll all lose.

 **Zorro:** I know Señor Spider that you feel that the Goblin is your responsibility, but whether you like it or not he's ours now too. It's our responsibility to ensure that there is a future for you to go home to.

 **Spiderman:** But even if you guys come with me, I don't know if we can beat him. At first I thought so but he's been one step ahead of us all this time, I could be leading you guys to our deaths.

 **Green Hornet:** Maybe, but we don't have the luxury to think like that.

 **Kato:** Do you really think you can win all by yourself?

 **Spiderman:** I have to try...

 **Phantom:** A man's strength comes not from just brawn and intelligence, but also from his allies.

 **Spiderman:** Thank you ... all of you. Alright then, let's do this!

 **Zorro:** How are we going to get there in time?

 **Shadow:** I've already taken care of that.

 _ **(Spiderman) Just hold on Jackie, we're coming**_ **.**

* * *

 **A/N: Comment and Review.**

 **Thanks**


	21. Burning Bridges

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 21: Burning Bridges**

 **Chicago – Night**

 _Spiderman and the rest of his vigilante allies have gathered above on the rooftop of Hornets mansion. As they wait for whatever it is Shadow has in store, Hornet and Kato have brought up with them a large case and canisters._

 **Zorro:** And what exactly is this?

 **Green Hornet:** I finished modifying some of my equipment that will disperse Spidermans anti-venom.

 _He kneels down and opens the case lid, revealing a number of gas guns similar to his own, ammo clips, some kind of grenades and shells._

 _ **(Spiderman) Awesome! It's been a while since I got some new tech.**_

 **Green Hornet:** This gun takes pellets containing anti-venom gas and has a range of a few feet, so make every shot count. These smoke grenades disperse the gas in a 20ft radius, good for taking down multiple Symbiotes.

 _He picks up one of the shells and tosses it to Rocketeer._

 **Green Hornet:** Theses shells are suitable for your launcher. Don't worry there not lethal, they just like the smoke grenades. Oh and everyone take one of these.

 _He takes out a small device that looks like a respirator and hands one out to everyone._

 **Rocketeer:** You don't expect us to go swimming do you?

 **Kato:** These respirators will help filter out the gas.

 **Phantom:** And those?

 _Phantom points over to the canisters that Hornet brought as well._

 **Green Hornet:** Those canisters are filled with enough anti-venom to engulf Manhattan.

 **Spiderman:** How do you plan to do that?

 **Shadow:** As I said ... I've taken care of it.

 _Before anyone else could say anything; a strange noise, like a humming sound could be heard getting louder and louder. Then Rocketeer looks up above them and sees the source of the noise._

 **Rocketeer:** Guys, make some room!

 _He points up and directs everyone's attention to the huge_ _autogyro descending down from the sky and preparing to land. They all quickly move out of the way to let it land on the roof, when it touches down the pilot gets out._

 **Shadow:** You're late.

 **Miles:** Nice to see you boss!

 **Shadow:** Everyone this is Miles Crofton ... my agent. Now let's get these canisters attached.

 **Spiderman:** How is that thing supposed to get us to Manhattan? It only has one other seat. I might be able to use my webs to...

 **Green Hornet:** Don't be silly, the rest of us will be going in the Black Beauty.

 **Spiderman:** We can't drive all the way there, it'll take too long.

 **Green Hornet:** Who said anything about driving?

 _Spiderman just stares at him with a puzzled look._

 _ **(Spiderman) Well ... this should be interesting.**_

 _A little while later; Spiderman, Phantom and Zorro are in the back seats of the Black Beauty. Kato is in the driver's seat while Hornet is riding shotgun._

 **Zorro:** Are you sure that this will get us to New York in time?

 _ **(Spiderman) I know the Black Beauty is awesome and all, but there's no way it can get us there in time.**_

 **Green Hornet:** The Black Beauty is no ordinary car. Kato ... do the honours

 _Kato flips a switch on the Black Beauties dashboard, causing it to rotate round to be replaced by a different console. Suddenly dials and gauges appear on the roof making the front of the car look like a cockpit of a plane._

 **Spiderman:** No...

 **Green Hornet:** Lowering Aero-engine ... attaching clamps.

 _The Black Beauty shakes, like something heavy is places on top of the car. Looking out the window, the masked men see support rods attaching themselves from the top of the cars chassis to its base._

 **Spiderman:** Nope...

 **Kato:** Opening garage doors.

 _He presses a button on the new dashboard and the doors begin to open, allowing the Black Beauty to slowly drive out and head towards the secret drive way._

 **Green Hornet:** Everything's checking out.

 _Curious ... Phantom sticks his head out the car window and looks up above to see what's going on._

 **Phantom:** Are those ... wings?

 **Spiderman:** Not buying it...

 **Kato:** Lowering ramp.

 _As they get further down the pathway, the giant billboard that normally conceals the secret exit onto the street begins to slowly lower on its back to create a ramp._

 **Spiderman:** No way.

 **Green Hornet:** Better cover your ears and hold on ... next stop New York.

 _The Black Beauty boosts forward towards the ramp at great speed, the three heroes are thrown backwards in their seats and cover their ears to drown out the noise. As they reach the ramp, the Black Beauty drives up an off the ramp, however instead of crashing downwards the car takes off, gaining more and more altitude as it flies over the city._

 **Spiderman:** NOOOOOOOO WAAAAAAAAY!

* * *

 **On route to New York**

 _The Black Beauty has been flying towards New York City for a while now, Rocketeer is flying alongside them while the Shadow's autogyro just behind._

 **Spiderman:** I hate to be that guy but does any of us have an actually plan for when we get there?

 **Green Hornet:** We find the Goblin.

 **Zorro:** Rescue Jackie.

 **Kato:** And take down anyone that gets in our way.

 _ **(Spiderman) I like it, simple and easy to remember.**_

 **Kato:** Everyone hold tight. This is going to be bumpy.

* * *

 **Brooklyn Bridge – Night**

 _The Brooklyn bridge; connecting the island of Manhattan to the rest of the city is in complete chaos. Policemen and volunteers armed with an arsenal of Tommy guns, rifles and various other weapons are defending a makeshift barricade. Comprised of cars, vans and pretty much anything they could get their hands on and being used to fend off wave after wave of Symbiote assaults trying brake though into the rest of the city._

 **Police officer 1:** LET'EM HAVE IT BOYS!

 _The defenders open fire into the group of Symbiotes as they drew nearer, slowing them down but not taking them down. Slowly, one by one they crawl their way over the barricade and start attacking police and volunteers. One Symbiote leaps over a car and lands right on top of one of the volunteers._

 **Volunteer:** AHHHHHHH!

 _As the Symbiote bears its teeth and tries to feast on the man, from out of nowhere a barrage of bullets strike the monster, killing it. As the volunteer sits up he turns to look at his saviour; a middle aged cop wearing a black suit, yellow trench coat and fedora. He then turns his Tommy gun towards the remaining Symbiotes and guns them all down. He then walks over to the volunteer and offers him a helping hand up._

 **Dick Tracy:** You alright kid?

 **Volunteer:** Yea thanks!

 _He takes the cop's hand and gets back on his feet. Suddenly a low beeping noise is heard from the cop's wrist. He raises it up to show that the beeping is coming from a very advanced looking watch with a screen._

 **Dick Tracy:** This isTracy, go ahead.

 **Commissioner Weston** **:** _ **"**_ _Dick! Dick, are you there? It's_ _Commissioner Weston, what's the situation?"_

 **Dick Tracy:** The situation? WE'VE LOST THE DAMN ISLAND, THAT'S THE SITUATION!

 **Commissioner Weston:** _"Any casualties?"_

 **Dick Tracy:** Obviously! We're getting overrun here! We need reinforcements, more officers; the National Guard, I don't care just send help!

 **Commissioner Weston:** _ **"**_ _I can't do that."_

 **Dick Tracy:** Were you not listening! We're going to lose this bridge if we don't some support soon.

 **Commissioner Weston:** _"Dick! I'm sorry, but all my other officers are helping in the evacuation of the entire city. There's been no word yet from the army ... Dick ... I'm sorry your own your own for now."_

 _The transmission goes quiet; Tracy walks over to the edge of the bridge to look over at the smoking site of destruction that is Manhattan._

 **Volunteer:** Are we getting a hand or what?

 **Dick Tracy:** No ... It's just us kid.

 **Policeman:** DETECTIVE! MORE INCOMMING!

 _Tracy rushes over to the barricade and climbs up to get a better view. A huge horde of Symbiotes are charging towards them._

 **Dick Tracy:** THIS IS IT BOYS! EVERYONE INTO POSISITION!

 _He and the rest of the defenders ready their weapons and take aim at the Symbiotes. As they draw closer some of the volunteers lose their nerve and run away, those who remained are terrified. Even the volunteer that Tracy helped up had just wet himself._

 **Dick Tracy:** Looks like God ain't sending us no angels.

 _Just as the Symbiotes were about to reach the barricade, an explosion goes off just in front of them and a strange blue mist surrounds the barricade. Looking out over the barricade, Tracy sees a number of Symbiotes now lying on the ground as if suddenly incapacitated._

 **Volunteer:** UP THERE!

 _Tracy looks up to see... he didn't know what to think, he saw a man ... a flying man, wearing a gold helmet and flying right behind and over the top of their heads. He rockets towards the rest of the Symbiote horde and fires what seemed like smoke grenades at them._

 **Policeman 1:** Who's that?

 **Policeman 2:** That's the flying man ... the Rocketeer!

 **Policeman 3:** DETECTIVE! INCOMING AT 6 O'CLOCK!

 _Tracy turns round to see a low flying plane heading towards them, as it gets closer he realises that it's not a plane but a car._

 **Dick Tracy:** This day just keeps getting wackier.

 _As it gets closer, the car detaches itself from the wings on its roof and drops over the barricade, missing the defenders by inches and landing just in front of them. It screeches to a halt and the occupants get out, they are an odd bunch, some dressed in bright colours and all wearing masks._

 **Spiderman:** I think ... I think I just puked in my mouth ... a little bit.

 **Phantom:** I thought we weren't going to make it.

 **Green Hornet:** For a minute there, neither did I.

 **Dick Tracy:** HEY!

 _The team look over to see the detective approach them._

 **Green Hornet:** You're in charge here?

 **Dick Tracy:** Of what's left of us. Anyone care to explain what just happened?

 _Suddenly the Rocketeer lands down amounts them._

 **Rocketeer:** Think that's all of them cured.

 **Dick Tracy:** Cured?

 _It was only when he looked around him at that point that he noticed all the incapacitated Symbiotes have in fact been turned back into their human forms._

 **Zorro:** We have cured them of their ailment, these people have been infected Señor and we have the means to help them.

 **Dick Tracy** : You know why these ... things are attacking my city? You lot better start talking right now?

 _Then a gust of wind start blowing around them as an autogyro is hovering just above them, a rope is thrown over the side and The Shadow slides down it and lands next to them._

 **Shadow:** I'm afraid that this is only the beginning _**Detective Tracy**_. A man calling himself The Goblin is behind the creatures here in Manhattan.

 **Dick Tracy:** You telling me somebody's actually behind all this

 **Shadow:** He's clearly using them to fend off anyone who might interfere with his plan.

 **Dick Tracy:** Plan? You mean this isn't some random attack?

 **Shadow:** Of course, this is Osborn's endgame and we have to stop him.

 **Dick Tracy:** You, a bunch of costume vigilantes and criminals? Yes I know who some of you are; a spooky urban myth, an infamous criminal, and a flying show boat. I asked for the army not a circus!

 **Phantom:** Regardless of your personal feelings, but we're here to help.

 **Spiderman:** We just have to find the Goblin and...

 _A loud screeching sound interrupts Spidey and everyone turns round to see another horde of Symbiotes heading straight towards them._

 **Shadow:** Everyone get ready.

 _Just as the team arm themselves, the Symbiotes suddenly stopped in their tracks. Then a lone Symbiote separates itself from the rest of them, as it approaches them they can see that this one is different from the rest, it has a slender feminine body, with two tentacles portaging from its head like pigtails._

 **Spiderman:** No ... Jackie?

 _The Symbiote formally known as Swift Cloud just stares at her former teammates; the horde of Symbiotes are waiting hungrily right behind her, Spiderman steps forward._

 **Spiderman:** Jackie! Jackie can you hear me?

 _The Sym-Cloud just stares at him menacingly._

 **Spiderman:** Jackie I know you're in there! We're your friends, we can help you!

 _Her stare seems to soften a bit and she adopts a less aggressive stance. Seeing this, Spiderman takes advantage of this and steps towards her._

 **Spiderman:** That's right, I'm your friends, don't let the Symbiote take you!

 _At that moment, the Sym-Swift Cloud let out a horrific screeching noise, followed by the rest of the horde. Sym-Cloud dashed forward with her claws extended and tried to slash at Spiderman, but he managed to jump out of the way with Sym-Cloud giving chase to him. At that moment the rest of the horde charged forward to attack and the rest of Spideys team raise their gas guns_.

 **Green Hornet:** We've only got a limited amount of anti-venom, so make every shot count!

 _And on that note they open fired on the horde, numerous Symbiotes are struck with the gas pellets causing them to transform back into humans and fall over unconscious. The team start throwing their smoke grenades into charging swarm, curing groups of them. But there's far too many of them and many manage to get close enough to attack the group._

 _As a few Symbiotes rush at Kato, they morph their arms into blades and attempt to cut him down. However Zorro steps in with his sword drawn in one hand, his gas gun in the other and blocks their attacks before fighting them off. Meanwhile both the Shadow and Green Hornet are standing back to back, firing at any Symbiotes that get within their range._

 **Shadow:** I forgot what a skilled marksman you are.

 **Green Hornet:** Not so bad yourself.

They continue to open fire on the Symbiotes until the weapon clips run empty. As they reload Hornet calls over his shoulder to Shadow.

 **Green Hornet** : So ... first to 50?

 **Shadow:** Agreed!

 _High above the battle on the bridge, Rocketeer is flying around and attacking from above. He swoops down while firing his grenade launcher into the horde while at the same time narrowly avoiding Symbiotes that leap up to swat him out of the sky. But Phantom on the other hand wasn't afraid to get close to his adversary._

 _From the moment the battle started he was knee deep in Symbiotes; punching, kicking and gassing every single one within reach. Every time he makes physical contact with a Symbiote, they've been unable to infect him due to the mysterious power of his ring granting him some kind of protection. As Phantom continues on with his ruthless assault, Spiderman is busy swinging around the battlefield, trying to keep Sym-Cloud at bay._

 **Spiderman:** Jackie you've got to fight this! Remember who you are!

 _The creature screams as its ponytails extend and try to stab the wall crawler; however he manages to dodge every incoming attack, until one of the tentacles grabs hold of Spiderman by the leg and hurls him across the bridge._

 _ **(Spiderman) I knew she had a thing for me but...**_

 _He crash lands right on top of a wrecked car._

 **Spiderman:** ... Ow!

 _Meanwhile, a group of Symbiotes try to jump Shadow and Hornet; Shadow vanishes into thin air just before they doggy pile on top of Hornet, pinning him to the ground. Luckily before the Symbiotes could do anything to Hornet, Phantom comes out of nowhere and knocks them off of his teammate. Confused about how Phantom was able to do that, Hornet then noticed that the Phantoms skull ring is glowing brightly in his hand._

 _Suddenly a blue glow encased his hand and when each Symbiote charges at him, Phantom punches them with his ring hand and ends up destroying each Symbiote but leaving the hosts unharmed. As the last one leap at him from behind, it is suddenly shot in mid fight, looking round Phantom sees the Shadow standing across from him._

 **Shadow:** And that makes 50.

 **Green Hornet:** Not fair! You're using two guns.

 **Shadow:** Excuses.

 **Phantom:** 62!

 **Shadow:** You didn't shot them, they don't count.

 **Green Hornet:** Excuses.

 _At another corner of the bridge Kato and Zorro continue to fight groups of Symbiotes._

 **Kato:** Forgive the impertinence, Zorro; But why do you use a sword instead of gun?

 **Zorro:** Twenty one feet.

 **Kato:** I'm sorry?

 **Zorro:** The maximum distance an attacker with a blade can close in the time it takes to react, draw a pistol and fire is twenty one feet.

 _He parries an incoming attack from a Symbiote, and then counters by slashing his sword at the creature's leg. As it hits the ground, Zorro points his gas gun down on it and fires a round._

 **Zorro:** Inside twenty one feet, I win. Outside ... I have other options besides shooting a man.

 **Kato:** Such as?

 _Zorro turns to him, but quickly sees a Symbiote rushing at Kato from behind. In an instant, he throws his sword in Kato's direction. Kato ducks in time as it spins over his head and impales the Symbiote through its shoulder to a nearby car._

 **Zorro:** That.

 _The fight between the masked vigilantes and Symbiotes appears to be going well, the hordes numbers have dwindled leaving only a few stragglers which were easily taken out by Rocketeer._

 **Rocketeer:** Like shooting fish in a barrel ... while using grenades!

 **Spiderman:** AHHHHHHHHH!

 _Suddenly Spiderman crashes into Rocketeer, knocking them both to the ground and on top of one another._

 **Phantom:** Are you two ok?

 **Spiderman:** Yea! Good thing I landed on something soft.

 **Rocketeer:** Yeah ... me you mook!

 **Spiderman:** Oh sorry!

 _The other heroes help them to their feet, as they do so Sym-Swift Cloud crashes down in front of them, leaving a small crater around her; she looks up at the league and lets out another deafening high pitch screech._

 **Rocketeer:** Kid, it's us!

 **Zorro:** Señorita!

 **Green Hornet:** Why haven't you helped her?

 _He aims his gas gun at her and fires. In the blink of an eye, Sym-Cloud dodges the shot, Hornet fires again but she dodges every shot thanks to her speed ability._

 **Spiderman:** That's why!

 _While moving at incredible speed Sym-Cloud charges right at them, knocking over Hornet and using her tentacles to attack the rest of the team, knocking them all to the ground. Phantom gets back up and attacks her with his glowing fist; she dodges every one of his attacks and counters with her claws, knocking him to the ground once more. Kato jumps in behind her and tries to choke her with his Nunchucks, but she manages to flip him over and kick him so hard that he crashes into a wrecked car._

 _Rocketeer flies down and tries to shoot her with his grenade launcher, but she uses her speed to dodge the attacks then leaps up and wraps one of her tentacles around his throat, dragging him to the ground and starts slamming him on the ground repeatedly._

 **Rocketeer:** Ow...! Ow...! A little...Ow...! Help!

 _Zorro quickly comes to his aid, using his sword to slice through one of her tentacles, causing Sym-Cloud to scream in pain and drop Rocketeer. Hornet and Kato try to jump her from behind, but she uses her speed to run behind them, grab each one by the leg and twirl them both round and round before letting go and making them crash into Phantom and Zorro. Then Spiderman uses his webbing to ensnare her, temporally._

 **Spiderman:** Don't hurt her!

 **Rocketeer:** Where was my concern?!

 _ **(Shadow)**_ _ **Spiderman!**_

 _ **(Spiderman)**_ _ **Shadow! Where are you?**_

 _ **(Shadow)**_ _**Listen carefully and do exactly as I say!**_

 _As Sym-Cloud starts to break free from the webbing, Spiderman moves over to the edge of the bridge._

 **Spiderman:** Jackie listen, this isn't you! Don't let Goblin turn you into a monster, FIGHT HIM! Just like you've been fighting all this time! You're nothing like him, nothing like your father! You're a hero, YOU ARE SWIFT CLOUD!

 _Suddenly she stops struggling and pokes her face out of the webbing, the Symbiotes face seems to melt off slightly to revel part of Jackie's face._

 **Swift Cloud:** P ... Pe ... terrrrrr!

 **Spiderman:** Jackie! FIGHT IT!

 **Swift Cloud:** I ... can ... I can't!

 **Spiderman:** YES YOU CAN!

 **Swift Cloud:** Ple ... please ... help!

 _The Symbiote engulfs her again and brakes free from the webbing and charges right for Spiderman. Just as she is about to tackle him, Shadow appears from the shadows and points his gas gun at them, he fires and the gas pellet impacts just as Sym-Cloud and Spiderman collide. But the sheer force from Sym-Cloud causes them to topple over the side and off the bridge._

 **Zorro:** NO!

 **Rocketeer:** SPIDERMAN!

 **Green Hornet** : CLOUD!

 _The team rushes over to the side of the bridge and look down over the edge, they see a web line attached to the underside of the bridge and on the other end, Spiderman is dangling and clutching a now cured Swift Cloud with one arm._

 **Spiderman:** I'M ALRIGHT! We're alright!

 _Swift Cloud starts to regain conciseness and looks right at Spiderman._

 **Swift Cloud:** Peter?

 **Spiderman:** Hey Jackie. Are you alrig...?

 _He didn't get to finish his sentence, since Swift Cloud wasted no time to uses her free hand to lift up his mask and pull Spidey into a deep and passionately kiss. Suddenly Chibi Spidey along with Angel and Devil Spidey appear just above them._

 **Chibi/Angel/Devil Spiderman:** AWWWWWEEEEEEE.

 _While they continue to kiss, a sudden breeze causes them to swing slightly; they are so engulfed in what they were doing that the rest of the world may not even exist._

 **Shadow:** It might escape you two, but we're on a tight schedule!?

 **Zorro:** Don't!

 _Zorro steps in and pulls Shadow back from the ledge._

 **Shadow:** Why?

 **Zorro:** They're young.

* * *

 **S.H.I.E.L.D. Tri-Carrier – 2013 – Night**

 _For a while, Ava and MJ have been exploring the hallways of the Tri-Carrier. However they haven't come across anyone or any signs of activity, it seems to be completely deserted._

 **MJ:** Ok, this is just creepy.

 _Ava final looks up from her communicator._

 **Ava:** I don't get it, no one is answering. Sam, Luke, Danny, not even Fury.

 **MJ:** So where is everyone?

 _Before Ava could reply, the girls hear a noise coming from behind them, causing them to turn round sharply._

 **Ava:** Who's there?

 _They notice a shadow appearing on the floor from round a corner, and judging how the shadow was getting bigger, whatever it belonged to was getting closer._

 **Ava:** MJ get behind me!

 _As MJ does what she's told, whatever that was coming round the corner gets closer and closer until suddenly Nova staggers round the corner and collapses to the floor. Ava rushes over to help him but Nova pushes her away._

 **Ava:** Sam!

 **Nova:** Don't ... come any ... closer!

 _He begins to clutch his stomach as he cries out in pain_

 **Ava:** Sam! What's wrong?

 **Nova:** Something ... wrong ... everyone ... changing ... run.

 **Ava:** Sam?

 **Nova:** RUN!

 _He lets out a screams and then a black substance engulfs his entire body, turning him into..._

 **Ava:** Venom!

 _The Sym-Nova looks right at them and lets out a long high pitch screech._

* * *

 **A/N: Feel free to comment and review.**

 **Thanks**


	22. Through the Thick of it

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 22: Through the Thick of it**

 **Brooklyn Bridge – 1936 – Night**

 _Both Spiderman and Swift Cloud are still kissing from under the bridge, while the rest of their team continue to look down from over the edge._

 **Rocketeer:** How are they doing that...? Are they breathing though their ears or something?

 **Green Hornet:** HEY! CUT IT SHORT YOU TWO!

 _Hornets outburst brought the two young heroes out of their little "kissing session" and look up towards their teammates._

 **Spiderman:** We should probably?

 **Swift Cloud:** Yup.

 _He breaks the web-line he was holding and shoots another web, swinging under the bridge then around and over to the opposite side of the bridge with Swift Cloud holding on tightly and yelling the entire time._

 **Swift Cloud:** YEEEEEEEEEEEEHAAAAAAWWWWWWWW!

 _The two teens then land on the bridges walkway; Cloud was out of breath while Spidey stood beside her with a wide grin on his face._

 **Swift Cloud:** Wow! So that's what it feels like. We gotta do that again.

 **Spiderman:** I'll take you for a ride next time if we survive this.

 _Cloud raises a suggestive eyebrow at him._

 _ **(Spiderman) Whoa! Wait, that went somewhere horrible, hang on let me rephrase that.**_

 **Spiderman:** Tell you what. If we survive this, I'll take you for a spin.

 _ **(Spiderman) That's better.**_

 **Rocketeer:** Jackie, how are you feeling?

 **Swift Cloud:** I feel as fine as cream gravy and an urge to put a bullet between Goblins eyes.

 **Rocketeer:** She's fine.

 _Suddenly they were then overrun with the rest to their teammates gathering round them. Rocketeer and Zorro both gave her a hug while Hornet, Kato and Phantom offered her a comforting pat on her shoulder._

 **Swift Cloud:** Much obliged ... I mean it, all of you.

 **Kato:** For a moment we thought we lost you?

 **Phantom:** I always known you were a lot tougher than you looked.

 _As they continued to express their relief, Shadow steps into view. Everyone else steps back a bit as he approaches Cloud, watching in anticipation._

 **Shadow:** Are you ready ... Miss Kane?

 _He reaches into his cloak and offers Cloud the gas gun he took out. She looks at the gun then back to him, giving him a warm smile and taking his weapon._

 **Swift Cloud:** Oh I was born ready ... Shadow.

 **Dick Tracy:** Hey!

 _Everyone looks round to see Dick Tracy approaching them._

 **Dick Tracy:** That was ... unbelievable. I thought that was the end back there and then you lot ... thank you.

 **Spiderman:** Hey it's what we masked heroes do; save the day, beat the villain and save the damsel.

 **Swift Cloud:** Whoa there City-Slick, the days not saved yet.

 **Shadow:** All we need is the location of Mr Osborn.

 _At that moment Cloud broke away from the group and strolled over to the edge of the bridge. Everyone was watching her as she pointed off into the direction of the city, right at the tallest building in the distance._

 **Swift Cloud:** Over yonder, the big one ... that's where I woke up when Goblin ... when he...

 **Spiderman:** The Empire States?

 **Dick Tracy:** That would make sense; the first reports of these attacks came from that area of the city.

 **Zorro:** Señor, are you suggesting that we have to fight our way through the entire island of Manhattan?

 **Rocketeer:** That's a lot of Symbiotes.

 **Spiderman:** Right everyone, this is the plan.

 _His team gathers round him as he starts explaining._

 **Spiderman:** Detective, you and your men stay here and hold this bridge. Since most of the Symbiotes will soon be focused on us, you should only encounter a few stragglers.

 **Dick Tracy:** Me and my boys ain't budging from this bridge.

 **Spiderman:** Kato, get everybody besides Rocketeer and me to the Empire States in the Black Beauty; take Central St and Park Ave it's the most direct route.

 **Kato:** No problem.

 **Rocketeer:** What about us?

 **Spiderman:** We're going to follow them. We stand a better chance of getting everyone there if we're providing cover, besides we can't all fit inside the Black Beauty.

 **Phantom:** It does sound like our best chance.

 **Swift Cloud:** Let's hope the old girl can hold out long enough to get us there.

 **Green Hornet:** Oh don't worry ... She'll hold.

 **Dick Tracy:** You guys aren't seriously thinking about going in there?

 **Shadow:** Unless you're suggesting that we stay and enjoy the view; we should get moving. This city isn't going to save itself; the innocent still need protecting and the wicked need to be punished.

 **Green Hornet:** I swore a long time ago to stand up for what's right, no matter the cost, and I'm not about to lay down now.

 **Swift Cloud:** Long odds, high risk, all for a chance of making a difference? Sounds like a hog-killin' time to me.

 **Kato:** I am a firm believer in serenity; but there are times when a well placed kick is the appropriate response.

 **Zorro:** What does it matter how the threat is answered? So long as it is answered and the guilty learn the folly of their ways.

 **Phantom:** Goblin needs his head examined if he thinks he can stop us. Though it doesn't matter what's wrong with him, the prescription I offer will be the same; a beating.

 **Rocketeer:** Even us ordinary Joes don't stand idly by while our homes and way of living are being trampled. In the end we all rise up and take it back, by force if need be.

 **Dick Tracy:** You really believe that ... you truly believe that you've got a shot in this?

 **Spiderman:** We don't have a choice.

 _The team make their way towards the Black Beauty, Spiderman glances back over towards the Empire States Building, wondering what they're likely to face if they manage to reach it ... and the man responsible for all this._

 **Spiderman:** I really hope you've had fun in this time Osborn. Because now these guys are out for blood.

* * *

 **S.H.I.E.L.D. Tri-Carrier – 2013 – Night**

 _Throughout the hallways of the Tri-Carrier, Ava and MJ are trying to outrun the Sym-Nova; however it's proving to be too fast for them. Just as it catches up to them, Ava turns to face it. She slashes at the Symbiote with her claws, making it scream in pain while she shouts at MJ._

 **Ava:** MJ! THAT ROOM THERE GO!

 _MJ runs to the room Ava meant and presses the panel to open the door, before it fully opened; claws reach out from the other side, through the narrow opening and try to grab at her._

 **MJ:** AVA!

 _Ava looks round then runs over to MJ grabs her hand and leads her down an adjacent the hallway. Sym-Nova and the rest of the Symbiotes continue to chase the two teenagers until they reach round the corner only to find that they have disappeared. As the Symbiotes make their way down the hallway they fail to notice the agar air vent. Inside; MJ and Ava are looking down and trying to keep quiet as they wait for the Symbiotes to pass by, as they do so leave the girls start to crawl their way along the ventilation system._

 **MJ:** If somebody told me this morning that I would be crawling though the vents of a highly advanced military aircraft flying over New York City in order to avoid being chased by slimy black monsters ... I would have been very sceptical.

 **Ava:** Keep quiet and keep moving. We have to get to the bridge if we want to find out what's going on.

 _The two of them crawl their way along the ventilation system for a few minutes when Ava starts chuckling to herself._

 **MJ:** What's so funny?

 **Ava:** Sorry it's just, crawling though vent shafts tends to be Peters thing.

* * *

 **Manhattan – 1936 – Night**

 _Throughout the streets of Manhattan the Symbiotes run rampant, damaging property and vehicles, scaling the walls of buildings and rooftops at an attempt to reach the few remaining civilians who managed to hide in boarded up apartment blocks. Groups of Symbiotes are swarming the streets below, until they are blinded by a green light as the Black Beauty comes into full view, running over Symbiotes, followed closely by Rocketeer and Spiderman from up above._

 **Spiderman:** STRIKE! Oh yeah, G.T.A. style!

 **Rocketeer:** Looks like we've got some company!

 _Spiderman looks down to see that another horde of Symbiotes have started to chase the Black Beauty. The trunk of the car opens to reveal Swift Cloud, wielding the_ _.30 Caliber M1919A6 Browning machine gun and opens fire on the Symbiotes._

 **Swift Cloud:** I gotta get me one of these!

 _She's keeping them at bay while at the same time the car's front machine guns and missiles are used to take down Symbiotes and obstructions blocking its way. Up above, Spiderman swings down and starts webbing every Symbiote in sight as Rocketeer fires his grenade launcher into the horde to._

 **Spiderman:** Nice work! I stick, you blast!

 **Rocketeer:** Spiderman! Up ahead, on the roof!

 _Spidey looks ahead and sees a group of Symbiotes clambering onto a nearby roof top and surrounding two small boys._

 **Spiderman:** let's go!

 _While on the building's roof top, a Symbiote lashes out at one of the boys, though he managed to avoid the creature in time, he lost his balance and fell to the ground. His friend; a wimpy, blonde kid picks up a lead pipe he found and stood between them._

 **Steve:** GET AWAY FROM HIM!

 _He swings the pipe in frenzy at any Symbiotes that tried to get close, until one Symbiote manages to knock the pipe out of the boy's hand. The boy backs away from the Symbiotes slowly approaching him with their teeth bare and tongues lashing out, until they eventually force him closer to the edge of the roof. That was until..._

 **Spiderman:** Hey! Ugly!

 _Spiderman leaps down and lands on the shoulders of an unsuspecting Symbiote before leaping off and ensnaring it with webbing. He then swings back round and kicks a bunch of Symbiotes, knocking them right off the building. While watching this amazing fight play out; the wimpy kid forgot how close he was to the edge and soon took a wrong step back and slipped off the edge._

 _The boy fell several floors and screamed all the way down. He saw the street and the Symbiotes scavenging below get closer, until he felt something grab hold of him and before he knew it, he was flying. Getting higher and higher, and away from the monsters below, the young boy saw a whole view of the city from where he was. Amazed by what just happened, he looked up at he's saviour and instantly recognised him from the newspapers._

 **Steve:** Hey I know you! You're the Rocketeer!?

 **Rocketeer:** You alright kid?

 **Steve:** Yeah ...thanks mister!

 _Rocketeer then carried him back down towards the rooftop, where Spiderman had just finished fighting off the Symbiotes attacking the kid's friend. As they land, Spidey walks over to them and kneels down at the wimpy boy._

 **Spiderman:** Glad to see your safe kid. That was a brave thing you did there, helping your friend.

 **Steve:** For what good I did? I'm too scrawny to help anyone.

 **Rocketeer:** You don't have to be plenty rugged to do what's right, kid.

 **Steve:** Says you, you two were amazing! You can fight ... fly ... and not afraid of anything. I'm just too weak to fight back.

 _Spiderman places a hand on the kids shoulder._

 **Spiderman:** There's more than one tool in the toolbox; as long as you use all the skills at your disposal and be unpredictable, you'll always stand a fighting chance.

 **Steve:** Wow thanks, mister?

 **Spiderman:** Call me Spider...

 **Rocketeer:** Hey! We need to make tracks ... You take care of yourself kid.

 **Spiderman:** Find somewhere to hide and stay there. And don't worry, we've got things covered.

 _As Rocketeer flies away and Spiderman swings off closely behind him, the wimpy kid is left to look on in awe at the two heroes that saved his life... the two heroes he'll never forget._

 **Bucky:** _**Steve**_! Steve! Come on we gotta go!

 **Steve:** Oh right ... coming _**Bucky**_.

 _Meanwhile back at the Black Beauty, a couple of Symbiotes jumped onto the roof of the car and try to claw their way through it. Both Phantom and Shadow open their doors and lean out to shoot the Symbiotes off. They manage to do so but before Shadow could close his door, another Symbiote leaps out from nowhere and latches on to him. Shadow struggles with the Symbiote but the creature manages to overpower him and pulls him out of the speeding car before anyone else could help him._

 **Phantom:** SHADOW!

 **Green Hornet:** Kato, stop the...

 _ **(Shadow)**_ _**I'm fine, keep going!**_

 **Green Hornet:** But?

 _After landing in the middle of the street, Shadow_ _gets back up but is now surrounded by a horde of Symbiotes, each one baring their teeth and claws menacingly at him. Acting completely calm while being suddenly outnumbered, he carefully draws his twin pistols._

 _ **(Shadow)**_ _**I'll catch up.**_

* * *

 _The Symbiotes draw closer to him, each one ready to pounce and tear him apart. In the nearby apartment blocks, some of the civilians barricaded inside heard the commotion outside and looked out of their windows to see an impossible sight. The Shadow; an urban myth mentioned on news broadcasts and whispered by the lowlifes of the city, Is facing down the monsters they were hiding from with his weapons raised._

 **Shadow:** Too much innocent blood has been spilled this night ... but no more! Justice demands retribution, for the lives you have stolen! I am a part of this city; its vengeful soul. In every corner, every street, and every dark ally ... I'll be there.

 _A number of Symbiotes lunge at him, but he effortlessly guns them down._

 **Shadow:** I am that, that all men fear; in the dark corners of their minds!

 _More Symbiotes move in for the kill; however they're stopped abruptly as Shadow starts using his telekinetic abilities to rip up objects like pavement slabs and nearby mailboxes and hurls them into the horde._

 **Shadow:** I am your Judgement! I am your death! _**I AM THE SHADOW**_!

 _The remaining Symbiotes charge at full speed at the Shadow as he unleashes a barrage of gunfire into the approaching swarm._

* * *

 _Meanwhile back at the Black Beauty more problems continue to emerges. As the car turns a street corner, they come face to face with more Symbiotes blocking their route towards the Empire States Building._

 **Zorro:** This could be a problem?

 **Kato:** Hold tight!

 _Kato slams his foot down onto the accelerator and heads straight into the Symbiote horde._ _As soon as the Black Beauty smashes through the first wave, Kato activates the cars rocket booster and they accelerate at top speed; running over any Symbiote that gets in their way. With the exception of Hornet who's sitting calmly in his seat, everyone else inside is holding on for dear life as the car struggles to stay on the road due to the consistent impacts it was taking. Soon the Black Beauty crashes through the last layer of Symbiotes and screeches to a halt right in front of the Empire States building._

 **Zorro:** let's ... never do that again ... amigos

 **Swift Cloud:** Err? Boys we still have a problem!

 _Everyone looks out of the rear window to see the horde of Symbiotes heading straight for them._

 **Green Hornet:** Respirators, now!

 _They do so almost instantly, Swift Cloud instead pulled out a red handkerchief from her pocket and tied it round her mouth. By now the Symbiotes have encircled around the Black Beauty and are drawing in._

 **Green Hornet:** Punch it Kato!

 _With the push of a button; blue smoke is suddenly released from hidden vents around the Black Beauty and engulfs the entire area. The Symbiotes screech and lash around until each one collapse onto the ground, as the smoke starts to clear everyone steps out of the vehicle and observe the area around them. All the Symbiotes in the vicinity has been turned back into their human forms and are now lying unconscious around the Black Beauty. As the team head towards the building, rain begins to pour down around them with Spiderman and Rocketeer arriving soon after._

 **Rocketeer:** That was one wacky stunt you pulled.

 **Spiderman:** That's because Kato's a crazy good driver ... wait! Where's Shadow?

 **Phantom:** We we're ambushed on the way here. Symbiotes grabbed him and ... we had to leave him behind.

 **Spiderman:** YOU WHAT!?

 **Zorro:** Calm yourself! You know Señor Shadow can look after himself.

 **Swift Cloud:** Yup ... Spookys a tough old croaker.

 **Spiderman:** Let's hope so ... in any case, we better get moving. Rocketeer, you head back to the autogyro and get it ready.

 **Rocketeer:** You get no argument from me, last time I brought the Zero-X3 indoors I got stuck in a laundry chute.

 **Spiderman:** Why were you...?

 **Rocketeer:** Drop it kid.

 _He takes off and the rest of the team head towards the main entrance. Spiderman gazes up at the building and whispers under his breath._

 **Spiderman** _ **:**_ I'm ready for you Goblin _._

* * *

 **Empire States Building - Floor 102**

 _In the observatory located on the very top floor of the building, Vulture and some of the Goblins men are preparing a giant metal sphere; Goblins Atomic bomb. Looking out from the observatory's window onto the vast city before him, Goblin grins before taking out a radio._

 **Goblin:** My dear friends listen up; it seems our guests will be arriving very shortly so I expect you to carry out your instructions to the letter.

 **Hammerhead:** _"Right boss."_

 **Persuasion:** _"Oh! I'm blowing my wig!"_

 **Fancy Dan:** _"Finally, me and the boys got a score to settle with those mooks."_

 **Goblin:** In that case, you'd best be making your way to the lounge on the 100th floor; I have something there for you that should tip the odds in your favour.

 **Hammerhead:** _"Err ... ok Mr Osborn."_

 _Goblin switches off the radio and Vulture approaches him._

 **Vulture:** Ready boss, the timer has been set.

 **Goblin:** Perfect! Get the gliders ready for our departure ... then I have another task for you.

 _The Goblin starts to laugh loudly and manically as he picks up the detonator and walks over to the bomb patting it gently. Meanwhile on the 100_ _th_ _floor, the rest of Goblins Enforcers make their way into the lounge that Goblin mentioned for his "surprise"._

 **Hammerhead:** Quit dangling you mooks!

 **Fancy Dan:** Right boss.

 **Montana:** Right boss.

 **Ox:** Err ... Ok.

 _Fancy Dan opens the door to the lounge and the four of them make their way inside._

 **Ox:** What are we doing here?

 **Fancy Dan:** You twit! We're... actually why are we here, boss?

 **Hammerhead:** Clam it! Mr Osborn is giving us a bulge for when those masked bozos show up.

 **Persuasion:** Well unless it's a brain, I doubt anything can help you.

 _Everyone looks round to see Persuasion enter the room._

 **Hammerhead:** Watch your mouth sugar lips, or I might just plug it full of lead.

 _He points his duel Tommy Guns at her._

 **Persuasion:** Oh Hammerhead, I always knew you were compensating for something.

 **Hammerhead:** Why you little...!

 _Before their little spat reached its conclusion, the doors behind them slam closed; Dan, Montana and Ox run over to try and open it._

 **Fancy Dan:** It's locked, Ox!

 _The lights in the room go out suddenly, leaving the Enforcers in complete blackness._

 **Hammerhead:** What the hell is going on?

 _After a short silence, a familiar high pitched screech echoes inside the lounge, along with the panic screaming of the Enforcers._

* * *

 **A/N: Comment and Review.**

 **Thanks**


	23. On the Way Up

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 23: On the Way Up**

 **Empire States Building, Lobby – 1936 – Night**

 _The team of vigilantes run in from the downpour outside and find themselves in the main lobby of the Empire States Building; but they stop in their tracks the moment they saw the sight before them. Walls have been smashed and riddled with bullets; furniture lying broken on the floor and what little lights remains working are flickering, making it very hard for the team to see where they're going. As they all step further inside, Hornet and Kato switch on their touches. However the light they shed around the lobby revels its marble floor to be stained with pulls of blood from the few unfortunate security guards scattered around the area._

 **Green Hornet:** My God...

 **Zorro:** So much death ... how can anyone be capable of this?

 **Spiderman:** Come on we better get moving.

 _They begin to make their way to one of the elevators at the far end of the lobby, Spiderman calls it down and they enter when it arrives._

 **Kato:** We're would Goblin be?

 **Spiderman:** Top floor. After what he's released on this city ... he'd want the best view.

 _Suddenly the elevator shudders violently, making everyone lose their balance before it comes to a complete stop._

 **Spiderman:** Seriously, this thing brings down now!

 **Phantom:** Kato give me a boost.

 _Kato knees down and allows Phantom to climb up and reach the hatch on the roof of the elevator._

 **Phantom:** Looks like we're taking the scenic route.

 _He opens the hatch and climbs through, followed closely by some of the others. Soon Phantom, Swift Cloud and Zorro are climbing their way up the elevator shaft by use of the steel cables attached to the car, apart from Spiderman who's crawling up the side of the wall. Meanwhile Hornet and Kato are still on the roof of the elevator car._

 **Green Hornet:** You better head up next Kato.

 _As Kato starts to make his way up the cable, they hear the sound of something moving down below them._

 **Kato:** What is that?

 **Green Hornet:** Sounds like the door opening?

 _Before he could do anything else, a large hand busts its way through the steel roof of the elevator and grabs Hornet by the ankle pulling him down into the car._

 **Kato:** HORNET!

 _Before he knew what was going on, Hornet was tossed out of the elevator and crashed into a nearby wall._

 **Spiderman:** What's hap...? Oh boy, Spidey Sense!

 _Gunfire is suddenly heard coming up from above, but Spiderman quickly leaps out of the way just in time to avoid it. Phantom, Zorro and Swift Cloud look up to see a few of Goblins men had opened up some shaft doors above them and started firing down at them with their advanced weapons. Each shot making a familiar "Pew, Pew" sound to the webslinger._

 _ **(Spiderman) Pew, Pew guns? Cool! He added those Pew Pew guns, man I love those.**_

 _As Goblins men continue to fire down at the team, they indirectly hit the cables holding up the elevator, which Kato was still standing on._

 **Spiderman:** Kato, Climb on!

 _The cables begin to snap under the suppressing fire. Seeing this, Kato jumps though the open hatch into the elevator. Just as the last cable snaps, he rolls out into the floor in the nick of time as the elevator crashes downwards though the shaft._

 _Meanwhile Phantom, Zorro and Swift Cloud are holding on tight while the cable swings from side to side. As it steadies itself, Phantom wraps his legs round the cable, leans back and draws his duel pistols and fires upwards at Goblins men, knocking some of their weapons out of their hands._

 **Spiderman:** Their just trying to delay us! We need to get moving!

 **Swift Cloud:** Or die trying?

 **Phantom:** I have no intention to die this day.

 **Swift Cloud:** Sit tight boys, I've got an idea.

 _Cloud starts swinging the cable from side to side once again; nearly making Zorro and Phantom loses their balance. As builds up enough momentum, Cloud lets go of the cable and lands feet first on the wall of the shaft. The moment she makes contact, Cloud uses her powers to pushes herself off the wall and starts leaping from one side to another up the elevator shaft in a zigzag motion, passing Spiderman in the process._

 **Swift Cloud:** Race you to the top!

 **Spiderman:** Show off.

 _Suddenly Devil Spidey appears over his shoulder._

 **Devil Spidey:** Pot ... Kettle ... have you met?

 _Spiderman waves him off before following Swift Cloud up the shaft, with Phantom still keeping them both covered. As Swift Cloud reaches the first set of doors, she pushes herself off the opposing wall and knocks down the goons standing in her way as he doors close behind her._

 **Spiderman:** Cloud!

 _Spiderman hears a noise coming from above, looking up sees another set of doors opening further up the shaft. A goon steps out carrying an RPG and aims it at his teammates down below._

 **Zorro:** Señor Spider, a little assistance if you would please!

 **Spiderman:** Have to time this perfectly.

 _He shouts back down towards his teammates below._

 **Spiderman:** Let go of the car when I tell you?

 **Phantom:** WHAT?

 **Spiderman:** TRUST ME!

 _As the goon takes aim with the RPG, Spiderman fires his webbing down into the shaft and creates a spread that covers the shaft far below Phantom and Zorro, who merely look at each other in confusion._

 **Zorro:** Does he expect us to...?

 **Spiderman:** NOW!

 _The goon fires his RPG down the shaft and towards the masked vigilantes. As they let go of the cable the two of them fall down the shaft and towards the webbing beneath them. At the same time they land on the webbing, the RPG explodes just above them and the sheer force of the explosion pushes the webbing down, stretching it like a trampoline. The two heroes dread at what comes next._

 **Phantom:** This is going to hurt isn't it?

 **Zorro:** Si Fantasma.

 _They next find themselves being slingshot upwards through the elevator shaft at great speed, and heading right for the next set of doors where the goon watches in a stupor._

 **Goon:** What the f...!

 _WHACK! Phantom and Zorro punch out the goons as they come up though the doors and land on the floor and just like before the elevator doors close behind them._

 **Phantom:** Spiderman!

 **Zorro:** Señor Fantasma, we must keep going.

 _Meanwhile back in the elevator shaft, Spiderman makes his way up the wall, while still avoiding incoming fire from the last set of goons. As he reaches them he fires four web lines at them and pulls them into the shaft, then attaches the end of the lines to a metal bar and leaves them dangling in the shaft. Next he jumps though the doors and they close behind them._

 **Spiderman:** So which floor am I on?

 _He looks around and finds a sign with 92 written on it._

 **Spiderman:** 92nd floor, better get moving, only hope the others are alright.

* * *

 **79** **th** **Floor**

 _Swift Cloud is banging on the elevator doors that had closed behind her._

 **Swift Cloud:** Spiderman! Phantom! Zorro! Can any of you hear me?

 _After receiving no response so she turned round, leaned on the doors and slid down into a sitting position._

 **Swift Cloud** : Oh, Thunderation! Now what am I suppose to do?

 _She takes a deep breath and stands up, now very determined._

 **Swift Cloud:** Come on Jackie, got a long way to go.

 _The cowgirl runs off down the hallway and heads for the stair case._

* * *

 **83** **rd** **Floor**

 _After reaching their floor from the elevator shaft; Phantom and Zorro make their way towards the stair case only to be ambushed by Goblins men coming out of some of the rooms around them. Wearing body armour and armed with_ _Electro-Mag Rods, a nightstick with a_ _taser_ _on one end, the goons surround the two heroes then one stepped forward._

 **Goon:** Nowhere to run, we've got you surrounded.

 **Zorro:** We may indeed be outnumbered Señor. But you are clearly out matched.

 _In a flash, Zorro draws his sword and advances on a group of goons. As soon as one of them attacks him, Zorro parries his attackers' rod with his sword before knocking him to the ground, disarming him in the process and then picks up the goons Elecro-Mag Rod in his free hand._

 **Zorro:** Señor Fantasma; let's see if you are as skilled as you appear.

 _He tosses the rod towards Phantom, who catches it and adopts a fighting stance. He then stares menacingly at some of the thugs around him._

 **Phantom:** Old jungle saying; "Only a fool crosses the Phantom".

 _And on that note the rest of the goons charge at him, but they are not match for the fighting prowess of the Phantom and the quickness and finesse of Zorro as he parries and counter every attack they make._

* * *

 **60** **th** **Floor**

 _After rolling out of the elevator, Kato comes across a very large hole in the wall just opposite him. Deciding to investigate further he climbs through and begins searching the debris on the other side._

 **Kato:** Hornet! Are you here?

 _Suddenly he hears a loud crashing noise coming from up, so he runs off to investigate. As Kato runs through the hallway his in, the power suddenly gives out, leaving Kato in near darkness and making it harder for him to see anything. Luckily, Kato has trained himself to rely on not only on his sight but his other senses as well. He carefully feels his way around the hallway until he hears someone talking just round the corner. As he looks round he could just make out some of Goblins men searching the area. Kato carefully makes note of their search pattern, before reaching into his pocket._

 **Goon 1:** You guys are nuts? I don't know about you but fancy being trampled...

 **Goon 2:** The green masked guy's not alone. So shut your mug and...

 _Suddenly the goon feels something pierce his neck before collapsing to the ground. The other goons examines their unconscious cohort, one of them notices something on his neck and reaches down to pull out some kind of dart, decorated with wasp wings._

 **Goon 1:** What the hell?

 _Next they hear a cry of pain from behind them, so they turn round to see one of their number knock out cold on the ground._

 **Goon 3:** What's going on?

 _Another dart comes out from the shadows and takes down another goon. More cries of pain can be heard in every direction as every one of Goblins men are being taken down, until only one remains standing. The single goon is terrified and looking about franticly, that was until he bumped into something ... or someone._

 **Goon 2:** Oh ... Sh...

 _In one swift strike, the goon collapse to the ground and Kato steps over the body to continue his search for Hornet. After only a few minutes he hears a groaning noise coming from one of the rooms up ahead. He makes his way up the completely destroyed hallway; doors and wall debris lying all over the place until finds Hornet in a nearby room, lying under some fallen debris._

 **Kato:** HORNET!

 _He rushes over to his partner and starts lifting up some of the debris until Hornet is free and helps him back to his feet._

 **Kato:** Are you alright?

 **Green Hornet:** I've never felt better.

 **Kato:** What grabbed you?

 _A loud and terrifying screech is heard from along the corridor. As they both turn to see what could possibly be, a massive hulking figure crashes though the wall in front of the pair of vigilantes and stands to face them. The creature's muscular physique is intimidating but still hard to see in the darkness._

 **Kato:** Is that ... Ox?

 **Green Hornet:** It used to be.

 _As Ox advances slowly towards them, Hornet takes out his pocket flashlight and points it in his direction, revelling Ox as the large monstrous Symbiote he has now become. Sym-Ox breaths heavily at the two of them and lets out another high pitched screech as Hornet and Kato just stare back at it._

 **Kato:** What's the plan?

 **Green Hornet:** I think running would be the most effective strategy.

 _They both turn tail and run in the opposite direction as fast as their legs can carry them. However the Symbiote quickly gives chase to the heroes, smashing down walls and objects in its why as the two heroes desperately try to out run it._

* * *

 **80** **th** **Floor**

 _Swift Cloud has managed to make her way up the main stair case and along the hallway of the 80_ _th_ _floor. As she passes by a few rooms to reach the stair case that leads further upwards; she suddenly stops and doubles back towards one of the rooms she passed. Its twin doors were ajar just enough for something inside to catch her eye. As she enters the room, Cloud recognising it as the office she was held in before, she looks over at the desk sees her revolvers lying on it. When she retrieves them she checks to see that they were still loaded and places them in her holsters._

 **Swift Cloud:** Now I feel safe.

 _Before she could leave, she hears loud hurrying footsteps approaching the room from the other side._

 **Swift Cloud:** Con sarn it!

 _The doors of the office bust open and a large group of Goblins men enter, aiming their weapons at her and open fire. In a flash, Swift Cloud back flips over the desk and dives behind it to uses as cover. Drawing her revolvers, Cloud returns fire from behind the desk, a few of her shots wound some of her targets in the shoulders and legs, causing them to collapse on the ground. They roll in pain as a few of Goblins men dragged out of the office while some give covering fire._

 **Swift Cloud:** COME ON THEN! ARE YOU THE BEST GOBLINS GOT?

 _Cloud rolls across the room to take cover behind a couch and starts shooting from underneath it. She manages to hit one goons' foot, and listens to him screaming in pain._

 **Swift Cloud:** I CAN DO THIS ALL DAY!

 _As she continues to fire her revolver from under the couch, Cloud notices her Stetson crammed underneath it as well. While wondering to herself how it got there and amongst the gun fire, Cloud hears something being tossed into the room followed by an unnerving beeping sound. Quickly Swift Cloud looked up over the desk and saw what was tossed in the room, a few small orange orbs with flashing green lights._

 **Swift Cloud:** Oh boy.

 _Cloud drew deeper than ever before into the power she possessed and in a matter of seconds, grabbed her crushed Stetson, leapt over the couch and while everything else was moving in slow motion to her, ran out of the room and past the goons. She drew her revolvers and jumped into the air, turning round and open fired on the goons, shooting each one of them in the head. As the devices exploded, the sheer force propelled Cloud down the hall way, crashing and rolling onto the floor. She sat back up again, feeling exhausted and admired at her handy work._

 **Swift Cloud:** Phewweee! Never done that before!

 _She slow gets up, dusts off her pants, chest and un-crumples her Stetson to place it back on top her head._

 **Swift Cloud:** Now I feel complete. See you around fellas.

 _She continues her way towards the stair case only to be suddenly grabbed by the ankle and picked up off the ground and left dangle upside down. Cloud turns to look at what grabbed her but is speechless as a Symbiote with a slender feminine figure, long tentacles for hair slowly approaches her. Its right hand glows with a pink energy and its left has a large whip-like tentacle that was holding Cloud up._

 **Swift Cloud:** Persuasion?! Your new look would pucker a hog's butt ... it suits you.

 _The Sym-Persuasion screeches and tosses Swift Cloud behind her, crashing her into a wall and onto the ground. She looks back up at the Symbiote as it approaches her, then she gets back to her feet and places her hands on her revolvers while staring the creature down._

 **Swift Cloud:** Alright skank ... draw!

* * *

 **83** **rd** **Floor**

 _Amongst the pile of unconscious goons littering the floor, the last remaining one is facing off against Zorro. Taking his chance he swings his Electro-Mag rod at him which Zorro effortlessly parries. After a few more swings and parries from Zorro, the goon lunges at him. But in one smooth motion, Zorro spins his blade round in a fast circular motion, making the goon lose his grip on the rod and fly out of his hand, disarming him. Zorro then points his sword at the goon's throat and backs him into a wall. While at the same time, two more goons appear with their Electro-Mag rods ready for combat._

 **Goon:** Drop your weapon!

 **Zorro:** I suggest you drop yours.

 _Puzzled by this, the goons fail to notice Phantom sneaking up right behind them without them noticing and aiming his pistols at their heads. When they feel the pressure of his gun barrels pressed up against them, they slowly drop their weapons and put their hands up._

 **Zorro:** Now Señors, please ... step forward.

 _They do so, as they get closer to Zorro, he raises his hand up at them._

 **Zorro:** Stop!

 _They obey._

 **Zorro:** Face that laundry shute.

 _As the two of them comply with the odd request, Phantom holsters one of his pistol and opens the shute with his free hand while still keeping the goons to cover._

 **Zorro:** Now, bend over and touch your toes.

 _The two goons give Zorro a confused expression before Phantom clocks his gun at them._

 **Phantom:** Bend over.

 _They do so, one behind the other and facing the shute._

 **Zorro:** Señor Fantasma, if you please?

 **Phantom:** With pleasure.

 _He walks behind them and kicks one in his rear end, knocking them into each other and into the shute where they get stuck. Zorro looks back at the goon he was with._

 **Zorro:** Thank you amigo.

 _He then punches him in the face with the hilt of his sword, knocking him down._

 **Zorro:** Well that was most enjoyable.

 _He sheaths his sword and the two heroes make their way to the stair case past the lift. But suddenly something begins to smash its way through the elevator doors. The masked men draw their weapons, only to hear a high pitch screech from behind them. They both turn round at the stair case to see a Symbiotic Montana standing in their way, its claws extended in sharp points. Next the elevator doors smash open and they look to see Sym-Dan emerging from the shaft._

 **Phantom:** I don't think this is going to be as fun?

* * *

 **100** **th** **Floor**

 _Spiderman has made his way to the 100_ _th_ _floor and makes his way towards the stair case to the floors above._

 **Spiderman:** Almost there... wait, Spidey sense tingling!

 _A huge explosion engulfs the stair case right in front of him, quickly he uses his webbing to create a dome around him to shield himself from the incoming wreckage. After the dust settles he emerges from the web-dome to witness the debris around him. The stairs are completely destroyed and fire and smoke engulfing the floor._

 **Spiderman:** (coughing) Oh ... great ... better use the lift.

 _He makes his way back towards the elevator shaft and using is incredible strength; opens the exterior doors and enters the shaft. He crawls up the walls, through the thick smoke that's started to seep through until he reaches the next floor. He struggles to open it as the build up of smoke starts to enter his lungs, causing him to feel lightheaded._

 **Spiderman:** (coughing) Next time ... get Shadow to ... add ... filters.

 _Suddenly the shaft doors opened and Spiderman looked up and was now faced to face with..._

 **Spiderman:** (coughing) Shadow?

 _The clocked vigilante reaches down and pulls Spiderman up onto the floor._

 **Spiderman:** How did you get here? What happened to the Symbiotes?

 **Shadow:** They felt the wrath of the Shadow.

 **Spiderman:** (coughing) No kidding, how did you bet me up here?

 **Shadow:** I have many ... talents. Where are the others?

 **Spiderman:** (coughing) we got ... separated.

 **Shadow:** I see

 _He turns his back to Spiderman who's started coughing harshly thanks to all the smoke building up in his lungs. He turned away from Shadow and hunched over._

 **Spiderman:** (coughing) Sorry ... give ... a minute.

 **Shadow:** Take your time Spider.

 _He draws his pistol, turns slowly to face Spiderman and slowly raises it and aims at his head._

 **Shadow:** Take ... your ... time.

* * *

 **A/N: Comment and review.**

 **Thanks**


	24. A Symbiotic Rematch

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 24: A Symbiotic Rematch**

 **S.H.I.E.L.D. Tri-Carrier – 2013 – Night**

 _It took awhile for Ava and MJ to reach the bridge after navigating their way through the complex veneration system, something neither of them were used to. Looking down from the air vent they see that the bridge is completely abandoned._

 **Ava:** It looks all clear.

 _She uses her steel claws to cut open a hole large enough for the two teenagers to drop down onto the bridge. As they get back to their feet, MJ walks over to the front window while Ava rushes to the main doors to make sure they were locked._

 **Ava:** There! They're not getting through anytime soon.

 **MJ:** Ava ... you need to see this.

 _She walks over to the front of the bridge to join MJ, as she points out of the window Ava takes a look to see what's going on._

 **Ava:** See what... Oh no.

 _Looking down onto the city beneath them, huge clouds of smoke can be seen from buildings everywhere though out the city, and where there's smoke there is surly fire._

 **Ava:** What happened to the city?

 _She runs over to a nearby terminal and starts using its interface. After a minute or so, a few large holographic screens appear, showing the chaos occurring down in the city below. New York is in turmoil, cars overturned and on fire, buildings have been ransacked and set aflame while millions of Symbiotes are rampaging through the streets._

 **MJ:** No, dear god NO!

 **Ava:** It's a Symbiote invasion. But how ... why?

 **MJ:** Never mind that, what are you going to do about?

 **Ava:** Me?

 **MJ:** You're a superhero aren't you?

 _MJ suddenly cringes in pain before clasping her hands to her forehead and staggering her way to a nearby chair to sit down. Ava hurries over to her and puts her hands on her shoulders._

 **Ava:** MJ, are you ok?

 **MJ:** Yeah, fine just ... just give me a minute.

 _She leaves MJ alone to recover and returns to the main terminal at the centre of the bridge._

 **Ava:** Maybe we can learn something from the security footages?

 _For the next few minutes Ava starts working her way through all the recorded footage from the last 24 hours. While she's busy with this MJ feels like she's getting worse; her vision starts to become blurry and she starts breathing more heavily. Unaware of her friend's condition, Avas search paid off when she finds some footage from a few hours ago._

 **Ava:** Look at this; this is from just before we arrived.

 _The recording that she found showed numerous S.H.I.E.L.D. agents suddenly collapsing to the floor before transforming into Symbiotes and attacking their co-workers. While looking through more recordings, she finds one of Fury initiating a full lockdown of the Tri-Carrier, but to no avail as more agents mysteriously turn into Symbiotes._

 **Ava:** How did the infection even get onboard?

 _Finding another recording, Ava watches in horror as her fellow teammates try to fight off the Symbiotes, only to slowly succumb to the Symbiote infection themselves one after the other. All other recordings after that show no other survivors, only Symbiotes._

 **Ava:** Nothing more here, we better ... MJ? MJ what's wrong?

 _MJ fell from her seat and curls up into a ball, Ava rushes to her to see if she's ok by lifting her up into a seating position._

 **Ava:** MJ?!

 **MJ:** Ava! What's ... happening to...?

 _MJ looks right up at Ava with her mouth hanging open and lets out a high pitch screech. Grabbing hold of the young heroine tightly, her red hair morphs into tentacles and Ava can feel her hands sharpen into claws and dig into her back. Struggling, Ava manages to break free from MJ's grip and back flips away from her. As she looks back towards MJ all she could see was a Symbiote version of the aspiring reporter glaring back at her; with a black body along with red tentacle hair, long snake-like tongue and piercing white eyes._

 **Ava:** No ... no, MJ ... not you...

 _Her pleas to her feel on deaf ears as Sym-MJ leaps forward, claws slashing at her. Ava avoids her attacks by using her cat-like reflexes and counters with her own claws. Sym-MJ screeches in pain but then uses its tentacle-like hair to grab Ava off the ground and throws her clear across the bridge. Luckily Ava was able to land on her feet before back flipping towards the Symbiote, kicking it in its face and knocking it to the ground._

 _As Ava regrettably adopts a fighting stance, she couldn't help but notice shadows moving along the floor. She looks round and gasped as dozens of Symbiotes were crawling across the exterior windows of the bridge. Suddenly they smash their way through just as Ava runs for the exit, only to remember that she locked it before. Failing to find another way to open it she turns round to find herself surrounded by Symbiotic versions of her friends and co-workers, bearing their claws and teeth._

 **Ava:** So this is it? This is how it ends?

 _Her symbiotic teammates separate themselves from the group and approach her._

 **Ava:** We if you want me? COME AND GET ME!

 _Ava sharpens her claws and adopts a fighting stance as the Symbiotes charge at her. She slashes at her attackers, only to realise that they've all stopped in their tracks. Every single Symbiote seems to be frozen in place, some even in mid air and not moving a single muscle. Cautiously Ava slowly moves her way through the crowded Symbiotes, examining some of them closely along the way._

 **Ava:** What on earth?

 **Madame Web:** Worry not child.

 _Ava nearly jumps in surprise then turns right round to see a lone cloaked figure standing before her._

 **Madame Web:** You're perfectly safe.

* * *

 **102** **nd** **Floor – 1936 - Night**

 **Shadow:** Take ... your ... time.

 _Still coughing from the smoke that got into his lungs, the teenager's spidey sense kicked in at the nick of time. Realising that danger was right behind him; Spiderman swung his left foot upwards and knocked the gun out of Shadows hand before standing up to face him. At the same time Shadow proceeded to draw his other pistol and points it at Spiderman before firing off a round. Using his super fast reflexes, Spiderman moves his head to dodge the bullet. He then uses his right hand to grab Shadows arm and disarms him using his other free hand._

 _While still holding on to his arm, Spiderman flips Shadow over his shoulder and onto the ground then dropping a fighting stance. When he gets back up, Shadow draws a knife and tries to stab the teenager but once again his reflexes prove too much for Shadow to keep up as Spiderman effortlessly moves from side to side to avoid the attacks._

 _As they move closer to the open elevator shaft, Spiderman punches Shadow in the ribcage, winding him and causing him to lose his balance. As he staggers forward, Spiderman bends down and uses Shadows momentum to flip him over his back and down the elevator shaft. However Spiderman quickly fires his webbing to catch Shadow as he falls and the sudden jolt caused Shadows fedora to fall off and showing the pale skinned reptilian features of the Chameleon._

 **Spiderman:** You!

 _Chameleon doesn't say anything, he just stares up at him with his piercing red eyes._

 **Spiderman:** Just hang on!

 _ **(Spiderman) You just can't beat the classics sometimes.**_

 _He starts to carefully pull Chameleon slowly up the elevator shaft, when he gets closer to the top, Spiderman reaches down to offer Chameleon a hand up. From under his cloak, Chameleon takes out a hidden blade and slashes up at Spiderman. Unfortunately he ends up cutting not only Spidermans hand but also the webbing he's attached causing him to drop down into the darkness below._

 **Spiderman:** NO!

 _It was too late, Chameleon is gone and Spiderman just stares down the shaft for what seemed like an eternity to him. Slowly he gets to his feet and without a single word, turns round and heads towards the waiting hall for the observatory lifts._

 **Brooklyn Bridge**

 _Rocketeer has arrived back at the blockade; he gets Shadows Autogyro prepped as Dick Tracy hurries over to him._

 **Dick Tracy:** Talk to me?

 **Rocketeer:** Everyone's made it to the Empire States; but we gotta get this autogyro in the air, I don't know how time we've got. Have you met any more resistance?

 **Dick Tracy:** Just a few stragglers, nothing my boys couldn't handle. I guess that Shadow character was right. I was planning to go back in there with some of my boys and look for survivors.

 **Rocketeer:** We have come across a few but I wouldn't just yet. We still need you to hold this bridge, make sure none of these Symbiotes leave the Island.

 _Rocketeer makes his way towards the autogyro, seeing Miles in its cockpit, chewing some gum._

 **Rocketeer:** Miles! Is she ready to fly?

 **Miles:** As ready as she ever will be.

 **Rocketeer:** Then let's shake a leg.

 _He walks up to the autogyro and climbs into the passenger's seat. Miles turns on the engine and the rudders start to spin._

 **Miles:** Everything's looking good!

 **Rocketeer:** That's keen ... just one last thing we need.

 **Miles:** What's that?

 _Rocketeer reaches over from his back seat and puts his hand in Miles mouth._

 **Miles:** (muffled) what are you?

 _Rocketeer takes the chewing gum out of his mouth and slaps it on the side of the autogyro._

 **Rocketeer:** A little luck!

 _The autogyro begins to take off._

 **Dick Tracy:** Hey!

 _Rocketeer turns to look at Dick Tracy._

 **Dick Tracy:** Give them hell, kid!

 _Rocketeer gives him the thumps up just as the autogyro takes off and heads into Manhattan. During the flight, Rocketeer looks down over the city and could see streets swarming with Symbiotes that continue to destroy everything in their path. While he's lost in thought, Miles shouts over the noise of the autogyro in order to get his attention_

 **Miles:** HOW DO WE KNOW WHEN TO START!

 **Rocketeer:** SHADOW WILL LET US KNOW WHEN THE BOMB IS SERCURE! JUST KEEP CIRCULING THE BUILDING UNTIL THEN!

 **Miles:** BETTER BE SOON! WE MAY NOT HAVE ENOUTGH ... CHRIST!

 _As the Empire States building comes into view, a huge explosion occurs just at the main entrance; doors, glass and other debris is hulled everywhere but luckily the building is still standing._

 **Miles:** WHAT WAS THAT?

 **Rocketeer:** DON'T KNOW! I'LL GO CHECK IT OUT!

 _He picks up his grenade launcher before jumping out of the autogyro to fly down to where the explosion occurred. As he gets closer to the ground he sees two individuals standing amongst the debris only to soon recognise them as hi teammates._

 **Rocketeer:** HORNET! KATO!

* * *

 **60** **th** **Floor - 10 minutes previously**

 _Green Hornet and Kato are still being chased around the 60_ _th_ _floor by Sym-Ox, whose just crashing into and destroying anything and everything that gets in its way; walls, doors, desk ... anything. But unfortunately for the two heroes, they are running out of places to hide, they both take cover behind one of the few remaining walls still in tacked._

 **Green Hornet:** So Kato, any chance we lost him?

 _A huge fist smashes through the wall, just over their heads._

 **Kato:** For a moment I thought we did.

 **Green Hornet:** Sarcasm doesn't suit you Kato.

 _They get up from their hiding spot and run the moment Sym-Ox comes crashing through the wall and uses its tentacles to grab them both and slam them hard onto the ground. The floor beneath them nearly gives way from the force of the impact; which gives Hornet and idea._

 **Green Hornet:** Kato when I give the signal, roll out of the way.

 **Kato:** Got it.

 _Sym-Ox lets out a high pitch screech and leaps up in the air in an attempt to crush both Hornet and Kato underfoot._

 **Green Hornet:** GO!

 _Hornet quickly took off his belt buckle and slams it on the floor before they both roll out of the way. When Sym-Ox comes crashing down, the belt buckle explodes causing the floor to collapse beneath the Symbiote and sent it crashing through floor below._

 **Green Hornet:** Huh? How about that ... It worked.

 _Two tentacles reach out from the giant hole and grab both heroes by the leg._

 **Kato:** Oh no...

 _They both get dragged down along with the Symbiote as it continues to crash through all 60 floors below them. Luckily for Hornet and Kato; the Symbiote took the full force of the fall and they were able to avoiding most of the passing debris along the way. As they come crashing down to the main lobby, the Symbiote brakes their fall and they land amongst the wreckage and slowly struggle to get to their feet._

 **Green Hornet:** That ... could have ... gone smoother.

 **Kato:** No kidding.

 _With great effort they make their way to examine the Symbiote lying on the ground, buried deep under the fallen debris._

 **Kato:** Is it dead?

 **Green Hornet:** It just fell 60 floors! Ox is a tough old boy but not even he's getting up from...

 _Before he could finish, tentacles shoot out from the Symbiote and strikes Hornet, sending him flying out of the lobby doors and into the streets._

 **Kato:** REID!

 _Sym-Ox gets back up and lets out another loud screech, Kato takes out from inside his coat a chain-like weapon with a blade on the end ... a_ _kusarigama_ _. He starts twirling it around before attacking the Symbiote, striking it with his_ _chain weapon while using his agility to avoid its attacks. However the Symbiote does land a few blows on Kato, knocking him to the ground but Kato quickly gets back on his feet_ _._

 _As the Symbiote attacks, Kato throws his weapon at its legs, entangling it and making it fall over to allow Kato to jump on its back and slash at its head with the blade. Sym-Ox reaches up with one hand and pulls Kato off, throwing him against the wall._

 _Staggering to his feet, Kato walks over to stand between the Symbiote and the entrance. Sym-Ox approaches him menacingly and screeches in his face, Kato wipes the blood from his mouth and spits on the ground._

 **Kato:** Is that the best you can do?

 _The Symbiote raises its arms for a final strike; but suddenly finds itself being blinded by a green light illuminating the lobby from the outside. As Sym-Ox shields its eyes from the light, Kato realised what's about to happen and jumps onto the back of the Symbiote, wrapping his kusarigama around its neck and throwing the blade onto the ceiling. Kato then jumps back down in front of the now trapped Symbiote just as the Black Beauty crashes though the lobby doors. Kato back flips over the car as it crashes dead on into Sym-Ox, pinning it between the wall at the other end of the lobby and the Black Beauty. As Kato rushes over to driver's door, Green Hornet staggers out and runs past him, towards the street exit._

 **Green Hornet:** RUN!

 _As they both run for the exit, Sym-Ox regains its focus and starts to wrestle its way free. However it fails to looks down at the Black Beauty and notice that its_ _front bumper lowered, revealing the now armed missiles. As it lets out one last defining screech, the Black Beauty explodes, taking the Symbiote and pretty much the rest of the floor with it. Hornet and Kato barley made it out on time, diving into the street as the explosion occurs. When the dust settles they sit back up, looking at the destruction they caused._

 **Green Hornet:** looks like we need a new ride.

 _Kato just gives him an annoying glare before they hear someone shouting at them from above._

 **Rocketeer:** HORNET! KATO!

 _They both look up to see the Rocketeer as he lands just across from them._

 **Rocketeer:** What's the story?

 **Kato:** Hornet drove.

 _The three of them look back at the destruction that was the main entrance._

 **Rocketeer:** Best leave the driving to Kato.

 **Green Hornet:** Yeah, yeah ... we need to get a move on to the top floor.

 **Rocketeer:** I've got this, just grab hold!

 _He moves behind the pair and grabs them both by the arm as he blasts off the ground, carrying them up the side of the building._

* * *

 **80** **th** **Floor**

 _Cloud is standing her ground, revolvers drawn as she tries to take down Sym-Persuasion. However the Symbiotes speed seems to be just faster than her own abilities, easily dodging every shot she makes by using pillars and walls as cover while trying to encircling Cloud._

 _After firing off a few more rounds, the teenager runs out of ammo, giving the Symbiote a chance to charges at her. Swift Cloud runs off in the opposite direction; sliding under desks and jumping over tables, all to avoid Sym-Persuasions tentacle-like whip while at the same time reloading her revolvers._

 _As the Symbiote continues to chase her, Cloud leads it towards a nearby wall. As she finishes reloading, she uses her speed to run up the wall and back flips over the Symbiote as it crashes head first into the solid wall. While still in mid-air, Cloud aims her guns at the Symbiote and open fires before landing on her feet right behind it. However Sym-Persuasion engulfs its body with a Psionic barrier, causing the rest of the bullets to merely ricochet off._

 **Swift Cloud:** You gotta be yanking me!

 _The Symbiote pulls its head out the wall, turns to face Cloud and uses her whip to knock one of Swift Clouds revolvers out of her hand and across the room, before starting to advance slowly at her. While keeping her distance, Cloud continues to fire at the Symbiote but its barrier prevents any damage. She fires another shot, then another one but neither was effective._

 _Realising that she only has one bullet left, Cloud looks round and notices the lights above are still flickering with power. She points her revolver up at the light and shoots it, causing the light to swing down and hit right on top of Sym-Persuasion, sending and electrical current though it. The Symbiote screams in pain and lashes out at Swift Cloud, but she uses her speed to avoid the attacks and just watches as the Symbiote collapse to the ground._

 **Swift Cloud:** Lights out darlin!

 _She walks over to pick up her dropped revolver then makes her way to the stair case. After a moment she hears a rustling noise from behind her, turning to look she notices that the Symbiote has disappeared._

 **Swift Cloud:** Cocky little varmint!

 _Just then a tentacle comes out of nowhere to wraps itself around Clouds waist; it then drags her along the floor towards the Symbiote. As she gets closer, the Symbiote turns round and drags her out of a nearby window and proceeded to climb up and along the side of the building. After it reaches a number of floors up, the Symbiote stops and raises Cloud up so that they were face to face. The Symbiotes face starts to melt away to reveal Persuasions human features._

 **Sym-Persuasion:** Looks like the little redskin's all on her last breath.

 _She tightens her grip on Swift Cloud, crushing her ribcage and making her gasp for air._

 **Sym-Persuasion:** I always enjoy a keen squeeze.

 _Gasping for air, Swift Cloud struggles to reach out with her left arm, as if she was trying to grasp at Sym-Persuasions face._

 **Sym-Persuasion:** Awe, isn't this cute. Out of ammo, no friends to help you, no knight to save you and no last trick up your sleeve.

 _The Symbiote laughs madly at Swift Cloud just as she's about to lose conciseness. But before she does so, Cloud makes a quick movement with her extended forearm; triggering a concealed sleeve gun to spring out from under her wrist. Cloud grabs hold of it and aims it at a very surprised looking Sym-Persuasion._

 _With a defining bang, Swift Cloud shoots Sym-Persuasion right in her face, causing her to lose her grip and as the Symbiote starts to fall off the side of the building. Cloud uses her speed to flip herself onto the Symbiotes back and dives off, crashing through the window and rolling into the floor. Still gasping for air, she gets back to her feet and walks over to the window to watch as the Symbiote falls down towards the streets far below._

 **Swift Cloud:** I always have a trick up my sleeve ... Skank.

 _She holds up her hand and lets the gun retract back into her sleeve, then starts to make her way to the top floor._

* * *

 **83** **rd** **Floor**

 _The tag-team brawl between Phantom, Zorro and the two Symbiote Enforcers is reaching its climax. Phantom is taking on Sym-Dan in hand to hand combat, exchanging punches and kicks while at the same time using his acrobatic skills to avoid the Symbiotes tentacle attacks in order to keep control of the fight._

 _At the same time Zorro and Sym-Montana are crossing blades with each other, the Symbiote viciously slashing its blade-like arm at the masked man while Zorro parries and counters with amazing skill. Before long the Symbiote uses its tentacle-like lasso to try and ensnare Zorro, however he manages to counter by spinning his sword with his wrist and cleanly slices it off, and making Sym-Montana scream in pain._

 _Meanwhile Phantom and Sym-Dan are still locked in a hold, testing each other's strength. However the Symbiote gains the upper hand and pushes Phantom to his knees. Suddenly Phantom has an idea and calls over to Zorro._

 **Phantom:** How about switching dance partners?!

 **Zorro:** Si Señor!

 _As Sym-Montana slashes its blade, Zorro rolls under to avoid it. As he gets back to his feet, Zorro throws his sword like a Frisbee, making it spin in mid flight and impaling Sym-Dan in its chest, pinning it to a nearby wall. While at the same time Phantom runs up to Zorro, who gives him a leg boost into the air and with his ring glowing, Phantom punches Sym-Montana right in its face, disintegrating the Symbiote and leaving the host Montana lying on the ground._

 **Phantom:** Old jungle saying: "Phantom's fists dart like a bee, hit like a bull elephant".

 _Zorro walks over to the body of Sym-Dan and retrieves his sword, letting its body drop to the ground before making his way back towards Phantom and Montana. Slowly the Enforcer regains consciences and stares up at the two heroes standing above him._

 **Montana:** Now hold on there ... we don't need to do anything dingy now!

 _The two masked men stare down at him, suddenly Phantom kneels down and presses his right fist against Montana's left cheek, making him yelp in pain. As Phantom removes his fist, there is a skull like mark burned into his cheek._

 **Montana:** YOU SON OF A...!

 _Before he could retort, Zorro places the tip of his sword against Montana's other cheek and carves the letter "Z" into it, again making him once again cry out in pain._

 **Zorro:** Two marks, a small memento; to warn those who prey on the innocent, that there are those who will stand against them.

 _Zorro sheaths his sword as Phantom picks up Montana's lasso and heads towards the open window._

 **Zorro:** Señor Fantasma, where are you going?

 **Phantom:** It's better if we take the scenic route.

 _He opens the window and climbs out. While standing on the ledge; he spins the rope round and throws it upwards, catching something and starts to scale up the building. Zorro takes out his bull whip and joins his fellow teammate up the long climb to the top._

* * *

 **Waiting Hall to the Observatory**

 _Spiderman enters the large waiting hall with widows all along every side and pillars all round the space, it's empty with the exception of a large silver coloured Sphere in the centre of the room._

 **Spiderman:** That must be it! Goblins atomic bomb ... strange that he left it unguarded?

 _He makes his way across the hallway and towards the bomb._

 _ **(Spiderman) What? You guys really believe that I never considered that this might be a trap? Of course it is, my trusty spidey sense should be kicking in any moment now ... just you wait ... anytime now ... so how are you guys doing?**_

 _Suddenly Spiderman is knocked off his feet with incredible force, landing on his feet he looks up to see Sym-Hammerhead staring right back at him, with its large flat head and Tommy guns attached to each arm. It screeches at him points its duel guns at him._

 **Spiderman:** Oh Cripe!

 _As the creature opens fire, Spiderman tries to use his speed to out run it, just managing to stay ahead of the line of fire while it shatters the windows all round the room. Spiderman changes direction and instead heads towards the Symbiote while dodging around its incoming fire. Using his web shooters, he webs up the gun barrels, jumps up into the air and kicks it in the face, to no effect._

 **Spiderman:** OW! OW! OW!

 _He hops around on one foot while holding and blowing onto his sore one, unaware that Sym-Hammerhead is right behind him and knocks him into the air with its head._

 _ **(Spiderman) Ok so he's a Symbiote now, which means my spidey sense, is no good here ... I'm in trouble.**_

 _The Symbiote lashes at him with his tongue, knocking him away and then using its tentacles to grab Spiderman by his leg and smashes him repeatedly against the floor and ceiling, before letting go flying across the room and it one of the windows, making it crack all over. Then Spiderman lands flat on the ground._

 _With his entire body aching in pain, Spiderman tries to get to his feet but the Symbiote smashes one of its giant feet down on him, pinning him to the ground and then points its Tommy gun at Spiderman's head._

 **Sym-Hammerhead:** Night ... night ... little ... bug!

 _Just as it's about to pull the trigger, something is heard getting tossed into the room, Sym-Hammerhead looks round only to see that most of the room is being engulfed in a blue smoke, as it grows thicker the Symbiote lets out a high pitch screech as it is slowly being dissolved by the smoke, leaving only a scared looking Hammerhead on his knees._

 **Hammerhead:** What? No!

 _As the smoke starts to clear out of the windows, the doors' leading out of the large hall closes suddenly, and the room slowly darkens, leaving only shadows and moon light to shine though. Then from out of those shadows, a deep, echoing, menacing voice pierces the darkness._

 _ **(Shadow)**_ _ **Did you think you would never see me again Lorenzini? MUHAHAHAHAHAH!**_

 _The laughter seems to be coming from all directions, so Hammerhead drops one of his Tommy guns and takes out a flashlight and begins to search the hall. As his light shines along one wall a silhouette suddenly appears._

 _ **(Shadow)**_ _ **I'm right here!**_

 _Hammerhead opens fire on the silhouette, hitting nothing but the wall then the silhouette moves out if the light and into the shadows._

 **(Shadow)** _**All around you.**_

 _As Hammerhead searches franticly around him he finds the silhouette again and fires at it, but again it disappears._

 _ **(Shadow)**_ _ **Everywhere around you!**_

 _Hammerhead hears the voice from behind him and turns to find the silhouette again, firing another barrage of bullets into it, he again its nothing but wall._

 _ **(Shadow)**_ _ **MUHAHAHAHAHAHAHHAHAHA!**_

 _As the laughter continues, Hammerhead starts to laugh maniacally, as if going insane. He starts to fire all around him, staying put in the same spot and spinning round and round, laughing and firing. But soon he runs out of ammo and then stands completely still._

 **Hammerhead:** Coward ... chicken ... sissy ... come out here and fight like a man.

 _He then starts feel like he's hallucinating, seeing all the shadows around him start to surround him, that the room is getting darker and darker. Getting more and more scared, he drops to his knees and chucking quietly. Hearing footsteps approach him from behind, he slowly looks over his shoulder._

 _The Shadow is standing right behind him and grabs him by the throat, lifting him up off the ground and holds him up, Hammerhead is still chuckling._

 **Shadow:** You're a fool, Lorenzini.

 _He then throws Hammerhead to the floor._

 **Shadow:** GET OUT OF MY SIGHT!

 _Laughing like a madman, hammerhead gets up and runs around the large hall before stopping a couple of meters in front of a large window. Then he sees a large "EXIT" sign appear above the window._

 **Shadow:** There's your exit Lorenzini.

 _Laughing maniacally, Hammerhead runs towards the window and jumps though it, still laughing as he plummets to his death from the top of the Empire States Building. Shadow looks out of the window and with a swish of his cape he turns and makes his way towards Spiderman lying on the ground. He offers his hand to help him up but Spiderman is hesitant at first._

 **Spiderman:** Wait! Prove you're the real Shadow; tell me something I never told you.

 **Shadow:** One time in your bathroom, you were looking at yourself in the mirror, wearing nothing but your underwear, a red bucket on your head and a cardboard makeshift jetpack, claiming to be someone named Nova.

 **Spiderman:** Ok you're good.

 _He takes Shadows hand and gets to his feet then they both make their way to the bomb in the centre of the room._

 **Shadow:** So this is it.

 **Spiderman:** Yeah, still can't believe he would leave this unguarded like this.

 **Shadow:** He must not of thought that we would get this far.

 **Spiderman:** So where do you think he is now?

 _Shadow concentrates for a moment, trying to use his abilities to locate the Goblin._

 **Shadow:** He's up in the observatory. That lift there will take you up.

 _He points to an open elevator at the far end. As they walk towards it, Shadow stops and draws his pistols. Turns round on the spot and points them in the opposite direction._

 **Spiderman:** What's wrong?

 **Shadow:** We're going to have more company, get going.

 **Spiderman:** I'm staying!

 **Shadow:** don't argue with me, you have to face him, no go!

 _Reluctantly, Spiderman heads for the elevator and gets inside._

 **Spiderman:** Hey Shadow! Good luck.

 _The doors close and he makes his way up to the observatory, Shadow glances back over at elevator doors._

 **Shadow:** Good luck ... kid.

* * *

 **A/N: review and comment.**

 **Thanks**


	25. All or Nothing

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 25: All or Nothing**

 **Waiting Hall – 1936 – Night**

 _As the elevator carrying Spiderman heads up towards the observatory, Shadow turns his attention back towards the empty hall. Taking cover behind one of the pillars, Shadow waits patiently as a large group of Goblins men enter through a set of doors, armed with their advanced weaponry. Shadow readies his pistols and as the goons made their way over to the bomb, Shadow brakes cover and open fires._

 _He takes down a few of them quickly enough, but the shots he fires draw the attention of the rest of the remaining group. They open fire on Shadow, forcing him to take cover again behind a support pillar. While there he uses his powers to create a shadow duplicate of himself and making it run out from the pillar in the opposite direction. As it draws some of the incoming fire away, Shadow firers from behind cover again, killing more of Goblins men. The rest of the goons turn round and fire at him again, But Shadow couldn't help notice that some of them have appalling aim and they narrowly misses the bomb._

 **Shadow:** This is an atomic device! One bad shot, and we all fry!

 _The firing ceases suddenly but Shadow still keeps his pistols drawn. Finally one of the goons steps forward to shout over to him._

 **Goon:** You're outnumbered freak, if you come out now we'll make it quick?

 **Shadow:** I'd suggest you throw down your guns, and you might live through this!

 _There was a pause of silence before the thugs burst out laughing._

 **Goon:** You're outnumbered, outgunned and shit out of luck!

 _Some of the goons line up like a firing squad and aim their weapons at the pillar Shadow is using for cover and open fire, breaking apart the pillar piece by piece._

 **Goon:** Not gonna last much longer!

 _As the pillar breaks apart, Shadow reloads his pistols right before the pillar is shatters. Before it does so some of the thugs unexpectedly had their weapons shot out of their hands. Shadow looks round to see both Phantom and Zorro appear out from a nearby window across from him. Phantom continues to fire at Goblins men, forcing them to take cover while Zorro and himself join Shadow behind another pillars as Goblins men start to return fire._

 **Shadow:** Your timing is impeccable!

 **Phantom:** Pleasure to see you too; I'm surprised you made it here after being pinned down by those Symbiotes

 **Shadow:** Nothing stands between the Shadow and justice.

 **Zorro:** I admire your conviction Señor?

 **Shadow:** We must hold the line, about a dozen or so of Goblins men are trying to keep us from our objective.

 _Phantom leans out from cover and fires two clear shots into the group of thugs before taking cover again._

 **Phantom:** Make that ten.

 _Phantom throws one of his pistols to Zorro._

 **Zorro:** I'm not too fond of these things, but **"** _ **Necesita debe cuando el Diablo**_ **"**

 **Shadow:** Or a Goblin.

* * *

 **Observatory**

 _The doors of the elevator open and Spiderman steps out. At first the observatory seems to be empty, no lights are on and no one in sight that is until he hears a noise coming from outside so Spiderman runs out onto the walkway surrounding the observatory. After a few moments searching he finds the Goblin staring through one of the binocular stands, looking out onto the city._

 **Goblin:** Beautiful is it not?

 **Spiderman:** Beautiful?! Its chaos, Symbiotes running lose and people are dying! Why ... would you do any of this?

 **Goblin:** To bring peace and order to this world; why else would I travel to this primitive era? Because this is where it all started, the downward spiel of violence that humans willingly create. Think about what will happen in just a few years? The Second World War ... then the Cold War ... Vietnam ... Then finally the war on terror; Hydra, A.I.M. Atlantean invasions, Inhumans ... all of it!

 _In a burst of rage Goblin punches his fist against the window, making it crack in several places._

 **Goblin:** I want it to end. Humans will never evolve beyond their need for violence, and that's why I'll force them to.

 **Spiderman:** By mutating them into Symbiotes?

 **Goblin:** By evolving them; into beings without the need of free will. And while I hold their leash, I will build a Kingdom free of war, pain and miserly.

 **Spiderman:** So what about the Bronzium Bomb ... how does that fit in?

 **Goblin:** I've always hated this city; I colossal reminder of my failures.

 **Spiderman:** Failure in dealing with me or just in general?

 **Goblin:** All those goody two shoed heroes, S.H.I.E.L.D. and those other entirely incompetent villains I was misfortune enough to work with ... and of course you. It'll be fitting that in the ashes of this city that my new world will begin.

 **Spiderman:** So you're going to blow up a city full of 8 million people ... just to spite me?

 **Goblin:** Not to spite you ... That's a bonus.

 **Spiderman:** I don't believe it ... you've lost it; you've completely and utterly lost it! A kingdom, what about everyone back home? What about Harry?

 **Goblin:** Harry ... he's a remnant of my past, the weak man I once was ... just like him.

 **Spiderman:** ENOUGTH GOBLIN! If you're not gonna come quietly then I'll just have to kick your ridiculous dressed but and drag you back to the 21st century myself.

 **Goblin:** On the contrary Spiderman.

 _He takes out the detonator and presses the button._

 **Goblin:** We're not going anywhere.

 **Spiderman:** NO!

 _Spiderman leaps forward to engage Goblin, just as Goblin raises his arms and activates his Electro-gloves._

* * *

 **Waiting Hall**

 _As the three heroes try to lay down suppressing fire, more of Goblins men have arrived to swell their numbers, offering a far greater resistance._

 **Phantom:** They just keep coming!

 **Zorro:** Could use our comrades about now!

 _Suddenly_ _a set of doors crash open as Swift Cloud bursts through, revolvers drawn and open fires upon Goblins men, taking a bunch of them down and rushes over towards her comrades, dodging gunfire the entire time._

 **Swift Cloud:** Howdy partners!

 **Shadow:** Ask and thou shall receive.

 **Phantom:** Glad you could make our little "soiree".

 **Swift Cloud:** And I got my invitation right here.

 _She breaks cover and fires at the thugs, taking down more of them in the process._

 **Swift Cloud:** What's the plan?

 **Shadow:** We must keep the device safe until the rest of our comrades arrive; only Hornet has the knowledge to defuse it.

 **Swift Cloud:** I can set with that.

 _It was that moment everyone could hear a soft beeping noise; they look over at the Bronzium Sphere and noticed that on the screen placed on the side, the digits 00:10:00 appear. Then to their horror the numbers started to count down._

 **Phantom:** Now would be a good time for Hornet to show up!

* * *

 **Observatory**

 _The fight hasn't been going well for Spiderman, he has been web slinging around the top of the Empire States Building, while trying to avoid Goblins electrical attacks. Spiderman swings down and tries to strike at Goblins head, only to have him grab Spiderman by the leg and flinging him off the building. But he saves himself by shooting his webs and hanging upside down on the walkway._

 **Spiderman:** It's no good; he's too strong for the direct approach ... wait, that's it.

 _He web shoots his way back over the walkway and crashes through one of the observatory windows and into the dark room, hiding amongst the shadows as the Goblin entered. "Use the shadows to your advantage", just like the Shadow taught him._

 **Goblin:** AH! Are we playing hide and seek? I don't need lights to find you; I can smell your fear.

 **Spiderman:** That's not fear you smell, it's your upper lip.

 **Goblin:** Ah, still hiding behind your adolescent humour.

 _As Goblin begins searching the area, Spiderman is crawling on the ceiling above, getting closer he moves into position right on top of him._

 **Spiderman:** Who's hiding?

 _Spiderman jumps down onto Goblins shoulders and starts pounding his fist into Goblins head, screaming in pain he reaches up and grabs onto Spiderman and throws him down in front of him._

 **Goblin:** Not so fast!

 _He raises up is leg as if to stamp on Spiderman, but the web crawler grabs his foot as it comes down and pushes it back up, making Goblin lose his balance and allowing Spiderman to get back up and fires his webs at Goblins face, blinding him and pulling him down to his knees. Spiderman starts to lay into him, punch after punch to the face, then climbing up on Goblins back and punching him in the back of his head. But then Goblin charges backwards and crushes Spiderman against the wall, making him let go and fall to the ground; he then rips the webbing off his face._

 **Goblin:** I see that this era is starting to rub off on you; you never fought so aggressively before.

 **Spiderman:** What's wrong? Can't take what I'm dishing out?

 **Goblin:** Oh I can take it, it'll take more than mere cheap shots to defeat the power that I posses.

 **Spiderman:** Are you gonna stand there babbling all night or are we ending this?

 **Goblin:** If you insist.

 _He gives the wall crawler an unnerving grin, a moment later the hero's Spidey-sense goes off. With perfect reaction time Spiderman jumps up and back flips over the Goblins glider as it crashes through an observatory window in a failed attempt to catch Spiderman off guard. As the Web-Slinger lands back on the floor, Goblin leaps onto his glider and faces his archenemy. He charges his electro-gloves and flies straight for Spiderman._

* * *

 **Waiting Hall - 00:08:34**

 _As more of Goblins men keep showing up, the vigilantes continue putting up a good fight, but they're running short of ammo._

 **Shadow:** We need to conserve our ammo!

 **Zorro:** A distraction would be good.

 _Before he could finish his sentence; Rocketeer, while carrying Hornet and Kato flies crashing through one of the only remaining windows behind them and Hornet reaches inside his coat and throws some smoke pellets down, engulfing the room in green smoke and allowing them to land amongst the vigilantes._

 **Rocketeer:** It's time for a ring-a-ding-ding ... What?

 **Swift Cloud:** More than over a dozen or so smashed windows and you choose the only one that's still standing?

 **Rocketeer:** I like to make an entrance?

 **Shadow:** No time! Hornet ... the bomb, everyone else; take them down.

 _As Hornet runs over to the bomb, the rest of the team charges at the thugs still recovering from the smoke and engage them in close quarters. Shadow and Phantom being skilled fighters had no problem knocking down a few thugs, Cloud was too fast for anyone to land a hit and Zorro drew his sword and proved to be the most dangerous adversary. During the fight, something outside catches Shadows eye and he looks out to see in the distance his autogyro being chased through the sky._

 **Shadow:** Rocketeer, the autogyro!

 **Rocketeer:** On it!

 _He fires up his rocket pack and flies though a nearby window and out of the building, knocking over some goons as he went._

* * *

 **Outside the Empire States Building**

 _Rocketeer flies round the building in order to find Shadow's autogyro, it wasn't long before he finds it damaged and under attack by gliders. As he makes his way closer he hears gunfire coming from behind him, he looks back and sees's three Spider Soldiers riding gliders on his tail. Thinking fast he performs some aero-manoeuvres to avoid their incoming fire and manages to reach the autogyro, flying alone side its pilot._

 **Rocketeer:** MILES!

 **Miles:** GET THESE GUYS OFF ME! HERE, TAKE THIS!

 _Miles holds out Rocketeer's grenade launcher and he climbs over the autogyros hull to retrieve it. He pushes himself off and sped towards the attacking gliders. They break formation and scatter, tying to out manoeuvre him but Rocketeer manages to keep them guessing. He fires his launcher and shoots down a few of the gliders. Suddenly one glider comes into view and chases Rocketeer; its rider bearing his knife-like teeth._

 **Vulture:** HERE I COME!

 **Rocketeer:** Great! These bozos!

 _Vulture and his squadron of gliders give chase to Rocketeer, so he starts to fly low and leads them through the nearby streets of Manhattan. Still avoiding their incoming fire, Rocketeer tries to lure them through narrow alleyways, one crashes into a wall at a tight corner while another gets caught on a fire escape, spinning it out of control and crashing into a nearby street._

 _As Rocketeer leads them through Times Square, he fires his grenade launcher at a supports of a nearby billboard, making it crash down onto the empty street, but not before crushing a few gliders as they passed under it._

 **Rocketeer:** Got ya... WHOA!

 _He ducks, narrowly avoiding an incoming rocket as it passes overhead and explodes behind him. Then Vulture and his last two wingmen head straight for him._

 **Rocketeer:** Oh boy!

 _He flies away with Vulture hot on his trail; unaware that many of the city's inhabitants taking refuge from the Symbiotes took the risk of watching the entire aerial battle unfold._

* * *

 **Observatory**

 _Spiderman finds himself being slammed into one of the Observatory's windows; he sharply looks up in time to see Goblin flying straight for him. He quickly flips upwards to avoid Goblin as he crashes straight through the window. Now flying outside, Goblin doubles round and sees Spiderman clinging to the exterior of the building. The pouring rain of this dark night drenches both of them, lightning crackles in the sky above as the two adversaries continue their face off. Spiderman shoots out a web-line and swings towards Goblin, as he draws near; Goblin tries to fry him with his gloves but misses, leaving the Web-Slinger an opening to kick Goblin in the face._

 _Goblin spins around in the air for a moment but quickly regains control of his glider and gives chase to Spiderman as he swings around the top of the building. For the next few minutes Spiderman leads Goblin in a chase while avoiding rockets and pumpkin bombs from his glider. Eventually he gives Goblin the slip and lands on the building exterior while Goblin is still searching for him. Spiderman fires to web-lines at the edge of the roof and leaps back to tighten the line, as Goblin comes into view he lets go of the lines and catapults himself towards Goblin. Hitting his intended target dead on, Goblin is knocked off is glider and falls several feet before being caught by Spidermans web-line._

 **Spiderman:** You ready to give up yet?

 _In response, Goblin grabs hold of the web-line and uses his gloves to fire an electric current up the line to give Spiderman a surprising jolt. The wall-crawler loses his grip on the side of the building and falls a few feet himself before firing up another line to save himself. As Spiderman takes a second to clear his head, he suddenly starts to hear someone singing. For a moment he was convinced the shock did more damage than he thought, until he saw Goblin flying through the sky on his gilider ... singing happily._

 **Goblin:** "The big black spider made a web as I flee. It was big and round, He'd thought it'd catch me. All he caught was a cold, though pretty gutsy. But the big black spider could never catch me!"

 _He begins throwing a barrage of pumpkin bombs at Spiderman, though he manages to swing out of the way, the resulting explosions damaged the exterior of the building and sent debris flying everywhere. Thanks to his reflexes, Spiderman was able to avoid the wreckage but still had to avoid Goblins bombs._

* * *

 **Brooklyn Bridge**

 _Detective Tracy and the rest of his forces have been continuing to hold off any Symbiote stragglers that attempt to cross over the bridge. After pushing back a few Symbiotes with his Tommy gun, the detective noticed something off in the distance towards the Empire States building. He takes out a pair of binoculars from his coat pocket and uses them to observe an explosive battle between one of the costume men from before and some large green ... thing._

 **Dick Tracy:** What in the hell is going on over there?

 _He continues to gaze at the ongoing battle, as more explosions do large amounts of damage to the skyscraper._

* * *

 **Empire States Building**

 _During their ongoing battle, Spiderman catches one of Goblins pumpkin bombs with his webbing and attaches it underneath the villain's glider. When it explodes, the glider along with Goblin crashes back inside the observatory, as he gets back to his feet, one of Spidermans web-shots strikes him in the back of the head. Goblin turns round but couldn't see the wall crawler anywhere._

 **Goblin:** WHERE ARE YOU?

 _For the last few minutes, Goblin has been searching for Spiderman but to no avail. He makes his way out to the walkway again, only to be surprised again by the web slinger. A web line shoots from between the grates running along the edge of the walkway and ensnare Goblin, then he gets pulled down onto them as Spiderman flips up from under the walkway, landing in front of Goblin and starts to beating him again with his fist. Eventually Spiderman grabs hold of Goblin and drags him over to the railing of the walkway, half dangling him over its edge while Goblin just chuckles to himself._

 **Goblin:** Do it ... Finish it!

 **Spiderman:** No ... I'm not like you.

 **Goblin:** Are you sure about that? It was my technology created you and your blood that created me. We are reflections of each other.

 **Spiderman:** Through a cracked mirror ... maybe.

 **Goblin:** Everything I have done; destroying the Heil-carrier, creating Symbiotes, Rango, Tulum, New York ... all accredited to you ... and your failures.

 **Spiderman:** SHUT UP!

 _As Spiderman raises his fist to strike, Goblin opens a hidden compartment in his glove. Just as Spiderman brings his fist down to makes contact, Goblin quickly places his hand on Spiderman's chest and shocks him. Yelling in pain, Spiderman is unable to stop the venom sample that Goblin concealed in his glove from latching itself onto his body and start to spread. With a hard kick, Goblin knocks Spiderman backwards into the observatory and watch as the venom engulfs his entire body._

 **Goblin:** Now, become what you were meant to be!

 **Spiderman:** NO ... ACH ... NO!

* * *

 **S.H.I.E.L.D. Tri-Carrier – 2013 – Night**

 _Surrounded by all the frozen Symbiotes on the bridge, Ava stares at the mysterious women standing in front of her. She is rather tall, a slender build and though she has sliver short hair, she doesn't seem very old, but this is difficult to tell due to the fact her eyes are covered by a red piece of cloth that matches her red dress with a large black spider-like pattern on it._

 **Ava:** Who are you?

 **Madame Web:** Boldly spoken for one so young ... I can see why he likes you.

 **Ava:** Don't change the... who likes me?

 **Madame Web:** If you have to ask then you're not as bright as you believe

 **Ava:** Excuse me?

 **Madame Web:** As for your first question, maybe on this occasion it would be good for you to have something to refer to me by. So you may address me as ... web ... _**Madame Web**_.

 **Ava:** Ok ... Madame Web. Did you do ... this?

 **Madame Web:** Freezing time in a single moment is one of my many talents. Another is also preventing you from meeting the same fate as these poor unfortunate souls.

 **Ava:** Why only me? Why couldn't you help MJ or my team?

 _The mysterious Madame Web walks towards the observation window and looks down onto the chaos below._

 **Madame Web:** Because you and only you can help put right what has been thrown into chaos, and maybe ... save Spiderman's life.

 _Ava's eyes widen and she runs up to stand right next to her._

 **Ava:** What do you mean ... has he ... has he got something to do with this?

 **Madame Web:** The day your friend disappeared; a rupture was caused in the space/time continuum.

 **Ava:** You mean that phenomenon that was left behind?

 **Madame Web:** Yes child, the web of time is a delicate thing, each point connects to another and the events of one affect the phenomenon created a link between two timelines; a 'quantum causality field', with the result of actions taken in one timeline automatically altering the other, resulting in the chaos before us.

 **Ava:** So Peters... Where is he?

 _Madame Web waves her hand gracefully and suddenly strange apparitions appear on the window, images of Spiderman throughout his current adventure._

 **Ava:** Is that ... Peter? I knew it ... I knew he was alive!

 **Madame Web:** Indeed child, neither Spiderman nor Goblin was killed that day. In fact they were transported to a different time; 1936 to be exact. Apparently this Goblin, having arriving much earlier, put his plans for world domination into fruition. Setting into motion the events that led to ... this.

 **Ava:** And Peter?

 **Madame Web:** Being true to the hero he is, he committed himself to stopping him and it appears he made allies along the way.

 _More images appear above, showing the vigilantes of the 30s fighting Goblins men. With another wave of Madame Web's hand, the apparitions begin to speak._

 **Green Hornet:** _"A little hard to concentrate here!"_

 **Shadow:** _"Focus on the task at hand Hornet, leave this scum to us!"_

 **Ava:** Wait; did he say "Hornet"?

 **Madame Web:** The very same. Spiderman as proven to be very resourceful and has grown a great deal from his experience which is good ... He'll need it to face the challenges ahead.

 **Ava:** What do you mean?

 **Madame Web:** Time is not written in stone, as you can clearly see before you. The events of the day can be put right but Spiderman is at the crossroad of two alternative futures; one where he succeeds and the other where he fails.

 **Ava:** Fails!?

 _With another flick of Madame Web's hand; Ava watches in horror at the disturbing image of Spiderman being engulfed by venom._

 **Madame Web:** He is about to lose himself in darkness, if he fails then the world, past, present and future will fall.

 **Ava:** How can we help him?

 _Madame Web turns to Ava and places a hand on her shoulder._

 **Madame Web:** This quantum causality of which I speak works in both directions...

* * *

 **Observatory – 1936 – Night**

 _Goblin looks on as the Symbiote engulfs Spiderman's entire body. The transformation causes him to start trashing the observatory, knocking over seats and tables in a desperate attempted to resist it._

 **Goblin:** Don't fight it, it's who you are, embrace it!

 _But after a few more minutes, the Symbiote finally encases its victim and starts to morph its body._

 **Goblin:** While we're waiting ... let me tell you a little story. Now you were probably wondering; if I was going to use my Symbiotic children to take over the world, then why destroy this city with them inside? Well its simple my dear Spider ... remember that little device I hid away on your flight down south? What if I told you it wasn't the only one?

 _Spiderman continues to struggle with the Symbiote._

 **Goblin:** That's right ... I have millions of miniature bombs like that one hidden in key locations all over the country ... How did I manage that you may ask? That's right ... Bloodnofsky.

 _Spiderman cries out in pain as the Symbiote nearly takes control._

 **Goblin:** Chicago ... with it being the central hub for smuggling in the U.S. was vital to transport my creations safely and with my men imbedded in Bloodnofskys operations ... I was able to achive this in record time. So you see, I've been not just one step in front of you ... but dozens. You and that pathetic masked league of rejects had no hope in stopping me. They will die and you ... as it should have been from the very beginning ... will be mine.

 _Spikes start to emerge from different parts of its body and the skin tone settles on a deep blood red and black, resembling the hyper active Symbiote known as..._

 **Goblin:** _**Carnage**_?I haven't seen you since ... Parker?

 _The Symbiote Carnage lets out a high pitch deafening screech and started leaping around the observatory in a mad frenzy._

 **Goblin:** You were Spiderman all along?! My instincts were right after all, how wonderful.

 _He raises his huge gloved hand and shocked Carnage into obedience._

 **Goblin:** Now do as your master commands ... destroy your friends.

 _After letting out another deafening shriek, Carnage leaps its way towards the elevator and rips its way down into the shaft._

* * *

 **Outside the Empire States Building**

 _While making his way back towards the Empire States building, Rocketeer is still being pursued by Vulture and his two wingmen. Still avoiding their incoming fire, Rocketeer decides to pull a risky move. He begins to fly upwards at full speed and Vultures wingmen set of after him, attempting to out flank him. As Rocketeer gets higher and higher, he watches carefully as the two gliders come up from both sides of him._

 _Just as they are about to reach him, he turns off his rocket pack and dives straight down, causing the two gliders and the Spider Soldiers to crash into each other. While freefalling at an alarming speed, Rocketeer notices that Vulture is flying upwards as if to meet him head on, however Rocketeer times it just right so that he avoids Vulture in the nick of time and grabs hold of him just before he passes by. So Rocketeer is now struggling with Vulture on top of his glider._

 **Vulture:** CHOMP! CHOMP!

 _Vulture tries to bite Rocketeer's neck but he moves out the way and starts punching Vulture continuously, causing them to veer off course and head right towards the side of the Empire States building. Right before they crash, Rocketeer bails out from the glider but Vulture is still clinging onto him. While flying upright alongside the building, Vulture starts climbing up onto his back._

 **Vulture:** TIME FOR THE VULTURE TO...

 _Rocketeer smacks Vulture in the face with the back of his hand, making him lose his grip and slide down his jet pack ... right under its flames. Screaming in pain as his legs are burned to a crisp, Vulture lets go and falls to his death in a ball of fire. Making his way back towards the autogyro, Rocketeer fly's along its hull._

 **Rocketeer:** MILES! WE CAN'T DANGLE ANY LONGER!

 **Miles:** OK!

 _The autogyro starts to make its run all over Manhattan, releasing a cloud of anti-venom gas over the city's skyline. It didn't take too long for it to set throughout the city and take effect on the Symbiotes swarming the streets below._

* * *

 **Waiting Hall-00:05:24**

 _The team of vigilantes are still holding off Goblins men, while Green Hornet is trying to disarm the atomic bomb._

 **Phantom:** Are you finished yet?

 **Green Hornet:** Do you want to try and disarm it?

 _He ducks just as Kato sends a thug flying over his head._

 **Green Hornet:** I can't work under these conditions!

 **Kato:** Do you even know what you're doing?

 **Green Hornet:** Hard to say, I'm not familiar with this _ **particular**_ atomic weapon design!

 _Suddenly a loud shrieking noise is heard making everyone; vigilante and goon alike stop fighting and look around the area._

 **Swift Cloud:** What in blazes?

 **Goon:** TIME WE MAKE TRACKS BOYS!

 _Whatever was left of Goblins men broke off their fights and they make their way towards the exit. But as they pass by the elevator leading to the observatory, its exterior doors opens and long red tentacles reach out from it to catch and drag the goons, screaming into the lift. Everyone else look on as they heard the screams of the goons inside until suddenly there was complete silence._

 **Zorro:** Mierda! (Shit).

 _Then in a flash, a red Symbiote leaps from out of the shaft and starts to attack the team. Knocking over and jumping off each member as it leaps around, the vigilantes try to fight back but it proves to be far too fast for them to keep up with. Kato uses his_ _kusarigama to try and catch the Symbiote by its ankle but it just slips through before its grip tightens. Zorro tries also with his bull whip but again no success. Long tentacles emerge from the Symbiote and wrap themselves around each member and lift them up into the air. All except Swift Cloud who is still trying to out run it, but eventually she is caught._

 **Goblin:** Parker ... you make me so proud.

 _Goblin emerges through the elevator doors and walks over to stand beside Carnage. Everyone stares in disbelief at their once former comrade._

 **Shadow:** Parker?

 **Phantom:** Spiderman?

 **Swift Cloud:** No!

 **Green Hornet:** God damn it Goblin! Unless you let us go that bomb is going to go off and take us all with it!

 **Goblin:** Hahahahahahahha! Yes, and what a display it'll make.

 **Green Hornet:** Don't you understand it'll kill you too!

 **Goblin:** I have my means of departure, but not before I watch every single one of you crushed to death by your beloved leader.

 _He shocks Carnage with his glove, making him tighten his hold on the league and crush their rib cages._

 **Shadow:** Parker, you don't have to do this!

 **Zorro:** Señor!

 **Green Hornet:** Peter!

 **Kato:** Peter!

 **Phantom:** Peter!

 **Swift Cloud:** PETER!

 _ **(Ava)**_ _ **Peter?**_

 _Carnage freezes as something reaches inside its head to connect to Spiderman inside._

 _ **(Ava)**_ _ **Peter, now listen to me ... you big dork ... you have to fight this! You can't let Goblin win, the world is counting on you, your friends are counting on you ... I'm counting on you. You're not a monster you're Spiderman, the Ultimate Spiderman. Remember who you are! Remember what you're fighting for and remember ... I still believe in you.**_

 **Goblin:** I SAID DESTROY THEM!

 _Goblin once again shocks Carnage with his glove, but the Symbiote starts to drop each member of the team one by one. As they gasp for air, they watch as the Symbiote lashes around violently like its out of control._

 **Goblin:** NOOOOO!

 _He fully charges both his gloves and electrocutes Carnage, but the Symbiote faces him and charges at full force, knocking Goblin across the room. With the electricity weakening the Symbiote and combined with sheer force of will, Spiderman breaks free from his infection. As the Symbiote melts away off of Spiderman, he and Goblin continue to struggle with each other. The web-slinger leaps up at Goblin, knocking him off balance while at the same time Goblin claws at Spidermans face; ripping off his mask just as the two of them crash through a window and fall towards the streets far below._

 **Swift Cloud:** PETER!

 **Green Hornet:** WATCH OUT!

 _While Spiderman was confronting Goblin, they accidently knocked into the bomb, tipping it off balance and causing it to roll along the floor and towards an open window. Hornet gets up and chases after it._

 **Green Hornet:** No! No! No!

 _Just as the bomb reaches the window, Kato's_ _kusarigama flies past Hornet and the blade just manages to catch the bombs casing, leaving it to dangle over the edge. Phantom, Shadow and Zorro run up to assist Kato in supporting the bomb, while Hornet and Swift Cloud open its casing again._

 **Swift Cloud:** How much time do we have?

 **Green Hornet:** Under a minute.

* * *

 **Outside the Empire States Building**

 _While falling at an alarming rate towards the ground below, Spiderman is ruthlessly punching Goblin with all his strength._

 **Spiderman:** YOU THINK WE'RE ALIKE? THEN LETS FINISH THIS THE WAY WE STARTED IT ... TOGETHER!

 _He doesn't lets up is aggressive beating, not even as Goblin tries to shock him again. Spiderman just kicks him away then uses his web shooters to web zip to Goblin again and continue his beating._

 **Goblin:** IF THIS IS OUR END PARKER ... THEN SO BE IT!

 _After exchanging more blows to each other, something catches Spiderman's attention out from the corner of his eye; he looks to his side and smiles to himself._

 **Spiderman:** YOU KNOW WHAT ... IT MIGHT NOT BE MY END JUST YET!

 **Goblin:** WHAT?

 **Spiderman:** I'M SORRY NORMAN, I'LL TELL HARRY YOU LOVE HIM!

 _On that note, Spiderman uses his legs to push off Goblin and raises his hand up above his head and allows himself to be caught by the Rocketeer just as he zooms by._

 **Rocketeer:** GOT YA!

 _Spiderman watches as Goblin falls further towards the ground at great speed until._

 **Goblin:** PARRRRRRRRRRKKERRRRRRRRRRRRR!

 _CRASH!_

 _Goblin hits the solid ground at full force and creates a small crater around the impact zone._

 **Rocketeer** : You alright kid?

 **Spiderman:** I'm ok ... I guess! Wait, what about the others?

* * *

 **Waiting Hall - 00:00:10**

 _Everyone is holding their breath as Hornet tries to decide which wire to cut._

 **Green Hornet:** Red, Blue or Green?

 **Swift Cloud:** Red, no wait blue, or maybe...

 _Hornet ignores Clouds ramblings, takes a deep breath and calmly cuts the green wire. The countdown stops at 00:00:01 and everyone lets out a sigh in relief as they start to pull the bomb back into the building._

 **Shadow:** How did you know what wire to cut?

 **Green Hornet:** You know; Green Goblin ... Green Hornet ... Green wire.

 _Everyone simply stares at him in complete disbelief._

 **Phantom:** You had no idea what you were doing did you?

 **Green Hornet:** No, I did not.

 _After what seemed like a long moment of silence, Kato punches Hornet swiftly in the gut._

* * *

 **S.H.I.E.L.D. Tri-Carrier – 2013 – Dawn**

 _On the bridge of the Tri-Carrier, amongst the frozen Symbiotes, Madame Web is standing opposite Ava with her fingers placed on Ava's temples. Slowly she he removes them from Ava's head that allows the young girl to come out of her trance-like state and looks at Madame Web while becoming very emotional._

 **Ava:** He did it.

 **Madame Web:** Yes child, soon this reality will be set right and everything will revert back to before.

 **Ava:** Before what?

 **Madame Web:** For now we occupy a redundant time line, soon this will all be erased and everything will return to a point before these events even occur.

 **Ava:** So am I going to remember any of this?

 **Madame Web:** I'm afraid so child; but rest assure we will meet again, for both you and Spiderman's parts are far from over.

 _Suddenly Ava noticed that everything on the bridge around her was being engulfed in a bright light, making everything seem like a blur to her._

 **Ava:** Wait! How is Peter going to get home?

 **Madame Web:** If he has a reason to ... maybe.

 _Everything disappears around Ava before she finds herself being blinded by a light..._

 **MJ:** Ava? AVA!

 **Ava:** Huh? What?

 _She looked up sharply to see that both she and MJ are in the S.H.I.E.L.D. Fighter jet on route to the Tri-Carrier. Ava pinched her nose as if suffering from a headache, she felt lightheaded, as if having an out of body experience._

 **MJ:** Hey Ava are you ok? You look like you were in a daze for the last few minutes?

 **Ava:** Fine, just ... fine.

 _She increases the speed of the jet in an effort to reach the Tri-Carrier in good time. They need to show Fury and the others what they both discovered in Chicago._

* * *

 **Manhattan – 1936 – Night**

 _The rest of Spidermans team made their way out of the main entrance of the Empire States Building; they find that the area is busy with activity. From the time it took to reach their current location; Detective Tracy, after seeing the anti-Symbiote cloud cover the city, sent rescue teams across to help trapped civilians. They also managed to seal off the area surrounding the building and allow ambulances though to tend to the victims of Goblins venom. As they walk out onto the open area they find Spiderman and Rocketeer standing around a crater. They turn round to face the others but Swift Cloud already ran up to hug Spiderman, burying her face in his chest._

 **Swift Cloud:** You're still breathing!

 **Spiderman:** You didn't think a little fall could harm me did you?

 _She raises her head to look at him and smiles._

 **Phantom:** What about Goblin?

 _Rocketeer just gestures at the crater, which was all they needed to understand._

 **Green Hornet:** So that's it? It's finally over?

 **Spiderman:** There's still those Venom bombs we need to deal with ... looks like the victory party needs to be put on hold.

 _Swift Cloud giggles softly and kisses him on the cheek before handing him his mask. Everyone chuckles at this and begins to move away from the crater and face the crowd of survivors who survived the initial attack and started to amass around the sealed off area._

 **Rocketeer:** It worked ... that gas. It spread all the way trough Manhattan and cured every Symbiote. After that Detective Tracy moved in with his men and started helping survivors. This lot only arrived moments before you lot.

 **Shadow:** I believe a drink is in order.

 **Zorro:** Agreed.

 **Phantom:** As long as you're buying ... I don't carry dollars on me.

 _The group stops and stares at the crowd before them; many are cheering and even reporters with their camera men manage to slip through and have been taking photos. They even found working phone booths and called their respected papers._

 **Reporter 1:** You heard me ... The Shadows real!

 **Reporter 2:** Green Hornet; Menace or hero?

 **Reporter 3:** Masked men; saviours of our city!

 **Reporter 4:** Yeah that's what I said ... a rocket man!

 **Green Hornet:** You know after this, I think we can all say farewell to animosity.

 **Kato:** Getting boring anyway.

 **Rocketeer:** This must be what baseball stars deal with. They'll be expecting us to form a league or something.

 **Shadow:** What did you say?

 **Rocketeer:** Form a league?

 _Suddenly people in the crowd start to scream and point right behind them. Spidery and the others looks over their shoulders to see Goblin smash his way out of the debris; Bloodied, cut and bruised, Goblin charges his Electro-gloves and runs at full speed towards them._

 **Goblin:** SPIIIIIIIIIDEEERRRRRRR!

 _Everyone draws their weapons, while Hornet and Kato get Tommy guns from nearby police and passes one to Spiderman. They all standing in a line, like a firing squad and aim their weapons at the charging menace._

 **Spiderman:** ICE'EM!

 _They all open fire at the same time at Goblin and empty their clips into him. Bullets tearing him apart piece by piece, flesh tearing away from his body as the barrage continues until each member of the league has ran out of ammunition._

 **Green Hornet:** What was that you said Shadow about conserving ammo?

 _Surprisingly the Goblin is still on his feet, though his body has been horribly mutilated, but then falls to his knees and Swift Cloud steps forward, draws her sleeve gun and points it at Goblins head._

 **Swift Cloud:** This one's for you ... Paw.

 _The sound of a single gunshot echoed throughout the area as Goblin falls backwards onto the ground and Spiderman steps forward to join Swift Cloud in watching the life disappear from Goblins yellow eyes. Spiderman takes on of her hands into his own._

 **Spiderman:** It's over.

 _Suddenly the entire crowd around them burst into cheers and start clapping. They both rejoin the rest of the league as they are all deafened by cheers and blinded by camera flashes._

* * *

 **A/N: this took so long ... so very, very long**

 **Thanks**


	26. Drinks all Round

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Chapter 26: Drinks all Round**

 **The Cobalt Club – 1936 – Evening**

 _The Cobalt Club has been one of New York City's most popular night venues for years. Socialites from far and wide come to drink, dance and mingle with the elite of the city. A few months after the attack on Manhattan, the city has been rebuilding with great success and to celebrate many New Yorkers are pouring out of dozens of taxis that have been lining up all round the corner and making their way inside this lavish night club. Eventually one taxi stops outside its main entrance and out steps Peter; wearing a smartly dressed tuxedo and walks up through the front doors._

 _ **(Peter) Hey guys, glad you can join me. Now in case you are wondering what I'm doing in this expensive restaurant, allow me to explain. After the...**_

 **Doorman:** May I take your coat sir?

 **Peter:** Err, sure ... thanks.

 _He takes off his black coat and fedora; Peters Aunt would describe him as being dressed up to the nines; wearing an expensive Saville Row black tuxedo with polished black shoes then hands his outerwear to the doorman who takes them over to the cloak room._

 _ **(Peter) Where was I? What ...?Oh this, I'll get to that. See after the Battle of Manhattan, me and my fellow teammates knew it wasn't over. We had split up to recover the remaining Venom bombs that Goblin had managed to smuggle all over the country. It was a long field trip but thanks to Hornets and Shadows resources and a little cooperation from our new friend Montana, we were able to locate and destroy all of them, which took nearly a whole month. Well after we finished with the last one Shadow suggested that we all celebrate, which is why I'm all dressed up.**_

 _ **(Peter) Shrewy picked me up in his cab and took me to get fitted up in this ... on Shadows credit as well. This monkey suit is likely worth more than my entire comic collection; let's hope I don't spill something on it. Well after a lot of tape measurements going here, there and everywhere, Shewry took me straight here to this place.**_

 _He walks though the main entrance lobby and into the restaurant, admiring his surroundings. The entire room was decorated in whites and blues, from the artwork and statures decorating the walls to the stage with its Jazz combo performing. A large dance floor was situated at the centre of the room, surrounded by dining tables. The restaurants seems to be very busy this night, its patrons are either dancing, eating, most are celebrating their survival of the Symbiote attack and the slow rebuilding of Manhattan._

 **Waiter:** May I help you sir?

 **Peter:** Huh? Yes, I'm looking for Mr Cranston's table?

 **Waiter:** Mr Cranston!? Yes of course, this way sir.

 _The waiter leads Peter along the dance floor and towards a large table near the stage, occupying the table are the alter egos of Shadow, Green Hornet, Kato and Zorro. All de-masked and wearing tuxedos similar to his own, except Hornets is more of a very dark green and Zorro's outfit is more fitting for a Spanish nobleman._

 **Lamont** **(Shadow):** Parker ... Glad you could finally join us.

 **Waiter:** May I get you a drink sir?

 **Peter:** I'm afraid I don't...

 **Britt (Green Hornet):** Nonsense; a bottle of champagne, if you please.

 **Waiter:** Certainly Mr Reid.

 _The waiter leaves and Peter takes a seat at the table with his fellow teammates._

 **Kato** **(Kato):** Nice suit.

 **Peter:** Thanks, been wearing that costume for so long now, I must have smelled like Wolverines armpits.

 **Antonio (Zorro):** Que Señor Parker?

 **Peter:** Just someone I know, and thanks for the suit Lamont, it was good of you.

 **Lamont:** Well I didn't want you to show up here wearing any old thing; I have a reputation to uphold.

 **Peter:** Was that another attempt at a joke? There's hope for you yet.

 **Lamont:** I may have picked up a few things from you as you did from me. The way you took down Osborn for one.

 **Peter:** It seems like I learned from the best.

 **Antonio:** I wonder ... where are the others?

 **Britt:** They should be here soon ... Actually, that's them now.

 _They all look towards the far end of the restaurant to see their fellow teammates Cliff and Kit both in tuxedos and accompanied by two beautiful women in dazzling dresses. As they reach the table, one of the women approaches Lamont and kisses him on the cheek._

 **Lamont:** Margo ... what are you doing here?

 **Margo:** Surprise Lamont, when I heard you got back I had Moe pick me up.

 **Lamont:** Everyone this is Margo Lane, my ... associate.

 **Margo:** Associate? That's how you choose to introduce me?

 _She smiles playfully as she takes a seat next to him, the others follow suit._

 **Cliff (Rocketeer):** Sorry we're late; I had to pick up my girl from the airport. Everybody this is my wife; Jenny Blake.

 **Jenny:** Hello.

 **Antonio:** The actress? Señorita, I am a great admirer of your films.

 **Britt:** Me too.

 **Jenny:** Why thank you.

 _The waiter arrives with a bottle of champagne and starts pouring everyone a glass._

 **Peter:** Wait, where's Jackie?

 **Jenny:** She's just in the ladies room, freshening herself up.

 **Margo:** Someone's in for a surprise.

 **Peter:** Who is?

 **Margo:** Who do you think?

 **Peter:** Huh?

 **Margo:** Seems like Lamont was right after all; not too bright.

 **Peter:** What, I just wanted to...to...to...

 _He stared off into the distance with his mouth hanging open; everyone gives him a puzzled look until they all turned to see what has captured his attention._

 _Standing on the top of the small set of steps leading into the restaurant was Jackie; she was wearing a cream-colored satin dress, clinging to her like a second skin and leaving just enough for the imagination. A white fox fur stole was draped about her shoulders and she was wearing rhinestone cuff bracelets on each wrist, a brooch of the same make and pearl drop earrings peeking out of the edges of her dark hair, which has been let down in a sleek fashion._

 _She looks out into the crowd and finds her table, smiling as she notices Peter she makes her way towards them. She moved with an elegant grace that seemed unusual for her, but made heads turn in her direction as she passed by._

 **Kato:** Peter? Peter?

 _As she reached the table, Jackie made her way round to Peter, who hadn't taken her eyes off of her, and stops to face him._

 **Jackie:** Howdy!

 **Peter:** ...!

 **Jackie:** Peter?

 **Peter:** ...!

 **Britt:** Good god, I think he's speechless!

 **Cliff:** Where's a camera when you need one.

 _Peter continues to stare at Jackie, taking in the scent of her perfume as she sits down right beside him and looks him straight in his eyes_

 **Jackie:** Something you want to say flammel mouth?

 **Peter:** Jackie ... wow, you look ... amazing.

 **Jackie:** I do? Much obliged Peter.

 _The two of them blush at one another, and then Lamont picks up his glass prompting everyone else to do the same._

 **Britt:** A toast! We faced an extraordinary journey to get to where we are now; the world is a far safer place today. But let's not forget the brave police officers, volunteers and civilians who gave their lives defending this city, many died that day and they are just as much heroes as we are. Before all this started we all had our own individual causes, fighting in our own way ... alone, but thanks to the help of our friend Peter, we banded together and accomplished something unbelievable. On our own we can save the day, together we can save the world.

 **Lamont:** Because of this I have prepared something special for us all.

 _Lamont reaches under the table and takes out a small case and places it on the table. He opens it to show 8 silver fire opal rings. He passes the box round the table, each member taking one as it reaches them._

 **Lamont:** These rings are similar to the ones I give my agents, however these are designed to glow when they receive a radio frequency, as a signal in case we are ever needed again.

 **Britt:** That's a great idea.

 **Kit:** If something like this should ever happen again, maybe we should band together.

 **Cliff:** I don't know if I could live through something like that again, but I'm in.

 **Antonio:** You may include me as well.

 **Kato:** It'll be good to again fight alongside you all again.

 **Jackie:** You boys wouldn't last long without me, what about you Peter...Peter?

 _Peter was quiet for a bit as he examines his ring, before looking up sharply and picking up his glass again._

 **Peter:** It was my honour and privilege to fight alongside you all, to learn from heroes like you, and if I can be as half as good as you lot are, then I will be the Ultimate Spiderman ... to you.

 _They all take a drink and begin celebrating the rest of the night. The next few hours were spent enjoying the fine foods, champagne and the jazz music performed on stage. Later in the evening the lights dimmed slightly and the band stopped playing, waiting for the young singer to walk onto the stage and up to the microphone stand. The band starts to play softly as the performer starts to sing._

" _You're some kind of mystery,_  
 _Sweet kind of mystery..._  
 _Gotta get you close to me_  
 _So I can figure out what this mystery's about..."_

 **Jackie:** I love this song.

 _Lamont, Margo, Cliff and Jenny get up out of their seats and make their way to the dance floor along with several other patrons. Peter looks over at Jackie and sees an almost longing look in her eyes as she watches the others dancing with their partners, then he remembered something that Kit had said to him back in Bangalla._

 _ **(Phantom) When a girl wants to dance, you dance**_

 _Getting up out of his chair, he walks round to Jackie's other side and offers her his hand._

 **Peter:** I do believe I owe you a dance Miss Kane.

 _Taken slightly aback by this, it takes a moment for Jackie to remember what he was talking about. She smiles at him and takes his hand._

 **Jackie:** Right you are darlin'.

 _Peter leads her towards the dance floor and the two of them begin to dance slowly, with Peter taking the lead._

 **Jackie:** I didn't know you could dance, City-slick?

 **Peter:** Hey, I'm a guy full of surprises.

 **Jackie:** I bet you are.

" _You're some kind of heavenly,_  
 _Got something that gets to me..._  
 _Gotta get you next to me_  
 _So I can figure out what this mystery's about..."_

 _The two of them continue to move gracefully around the dance floor, with onlookers starting to glance in their directions._

 **Jackie:** So what's your plans now?

 **Peter:** Hm?

 **Jackie:** Are you going to go back home or are you going to stay?

 **Peter:** Oh! I don't know to tell you the truth.

 **Jackie:** How so?

 **Peter:** Well, I don't even through how I'm going to get home and I'm not even sure I want to go home. I mean my life was pretty cool but I just got tired of it all, risking my life day in and day out and for what ... a city that hates me, friends that don't trust me. Losing those I care about and sometimes making the situation worse when I try to help ... Osborn was an example of that.

 **Jackie:** And now?

 **Peter:** This morning on the way to the tailors, I saw some kids playing in the street; they were playing "Heroes" and were arguing amongst themselves. They all wanted to be "The Spider".

 _Jackie chuckles at him._

 **Peter:** During the last month, people have been cheering me from down on the street as I swing by. The most of the criminals I've came across, surrendered immediately without a fight and I've made some good friends here.

 **Jackie:** And?

 **Peter:** What else?

 **Jackie:** What about me?

" _You look into my eyes,_  
 _Steal my heart, read my mind,_  
 _Help me-I'm falling..._  
 _You cast your spell on me_  
 _And here I am surrendering my soul..."_

 **Peter:** Jackie I don't think I've ever met a girl like you before.

 _ **(Peter)That's not true!**_

 **Peter:** Your one of a kind.

 _ **(Peter) There is one other!**_

 **Peter:** And I only wish I met you earlier.

 _ **(Peter) Because there's someone else!**_

" _You're some kind of mystery,_  
 _Sweet kind of mystery..._  
 _Gotta get you close to me_  
 _So I can figure out what this mystery's about..."_

 _The two teenagers stare into each other's eyes for what seemed like an eternity, ignoring all else around them until Jackie broke the silence._

 **Jackie:** Stay!

 **Peter:** What?

 **Jackie:** Stay ... with me.

 **Peter:** Jackie, I...

 **Jackie:** Listen to me ... future boy; I thought I lost everything, my home, my Maw and Paw ... everything. Then I found you, someone just as lost as I was and you helped me in a way that no one ever has before. And now I have a new family, a new purpose and ... I don't want to lose you.

 **Peter:** Jackie I...I don't know what to say.

 **Jackie:** Don't say anything, just mule it over ... for me!

 _She leans in close to Peters face and kisses him softly. As they parted lips the music stops, the singer leaves the stage and everyone on the dance floor starts going back to their seats. Jackie makes her way towards the ladies room, leaving Peter standing on his own with his mind racing on the conversation he just had. He looks round the room to see Cliff standing over at the bar, waving him over. So Peter moves across the dance floor to join him._

 **Cliff:** I was expecting you to be a real dead hoofer on that floor, but you did good kid; Jenny even said you two were as cute as a bug's ear on the floor tonight.

 **Peter:** What! Oh yeah, right.

 **Cliff:** You alright kid?

 **Peter:** Me? I'm always alright.

 **Cliff:** Don't give me that, you look like you lost a buck but found a quarter. Come on out with it.

 **Peter:** Ok, Jackie just asked me to stay ... with her.

 **Cliff:** And that's not a good thing?

 **Peter:** Well yeah, who wouldn't want a girl like her, but...?

 **Cliff:** But?

 **Peter:** There's someone else.

 **Cliff:** Oh I see.

 **Peter:** There's this girl, we were close but then all this happened and now...

 **Cliff:** Welcome to one of man's greatest nightmares; you're dizzy with a dame big time, but it's with two different dames. You need a drink; barmen, a couple of hooch's.

 _The barman comes over and pours a whisky for each of them._

 **Cliff:** So tell me about this dame.

 **Peter:** Her names Ava; she's another hero like me. She's smart, talented, dedicated and she is always on my case on nearly everything, I feel like I can never get on up on her. Also she's...

 **Cliff:** A real dish?

Peter takes a swift drink before continuing.

 **Peter:** Beautiful! She has this smile and her eyes...

 **Cliff:** What about Jackie?

 _Immediately after the barman poured him another drink, Peter forced it down._

 **Cliff:** Steady on

 **Peter:** She's amazing, just like Ava. And that what's confusing me, the two of them are alike in so many ways. Both superheroes, both got their powers from their dads ... and lost their dads, they have different but great personalities and if you can believe it, they even look alike, they are both incredibly beautiful.

 **Cliff:** And you're worried that the only reason you're attracted to Jackie, is because she reminds you of this other girl.

 **Peter** : Yes, since I've been here, I've caught myself thinking a lot about Ava. Some of the things Jackie has done, reminded me of her, and...

 **Cliff:** And?

 **Peter:** I thought I heard her, during the fight with Osborn I thought I heard her. The Symbiote had taken control and I was losing myself until I heard a voice ... her voice. I'm sure it wasn't a memory because she was telling me to fight on, to never give up and that ... she believed in me.

 _The two of them were quiet for a moment until Cliff broke the silence._

 **Cliff:** Do you remember what I told you about the Zero-X3?

 **Peter:** It was your first rocket pack?

 **Cliff:** Do you remember who built it?

 _Unfortunately Peter drew a complete blank when trying to recall the name._

 **Cliff:** It was Howard Hughes.

 **Peter:** Right ... the legendary aviator.

 **Cliff:** Legendary? Yeah I suppose so; when he asked me how it felt to fly with the Zero-X3, I told him it was the closest I'd ever get to heaven. But now more than ever I know that having Jenny in my life is the closest to heaven than any rocket or plane can take me.

 _He picks up his drink and is about to leave, then he faces Peter one last time._

 **Cliff:** Kid you told me before about the life you had before and I don't pretend to know a lot about dames but it sounds to me that this Ava, might just be the heaven you're looking for.

 _He leaves Peter at the bar to make his way over to his wife, who was being hounded by a large group of fans. For what seemed like a long time, Peter just sits there in deep thought until someone else interrupts his train of thought._

 **Kit:** Peter, What's wrong? You seem down.

 **Peter:** Oh, nothing just a lot on my mind, homesick I guess.

 **Kit:** Speaking of which I need to talk to you about that. I've been doing some research and I believe I found something that you might find interesting.

* * *

 **A/N: Comment and Review**

 **Thanks**


	27. It Only Took 80 Years

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy!**

* * *

 **Chapter 27: It only took 80 Years**

 **The Skull Cave, Bangalla – 1936 – Daytime**

 _A few days after the celebrations in New York, Spiderman finds himself accompanied with Phantom, deep in the Bangalla jungle and in the ancient lair of the Phantom: The Skull Cave. A large hollowed out cave with the rock formation at the entrance resembling a giant Skull and secretly concealed by a humongous waterfall. While inside, Spiderman realises that the mouth of the cave opens up into a large labyrinth, going off in all directions and containing many secret rooms that our friendly Noir Spiderman will discover ... once he is dried off._

 **Spiderman:** Aw man!

 _ **(Spiderman) The author**_ _**did that on purpose I bet! This costume isn't machine washable you know.**_

 _Spiderman looks down at his soaked attire and looks back up to see the Phantom standing just ahead of him, dry as a bone._

 **Spiderman:** How come you didn't get wet?

 **Phantom:** There's a path.

 **Spiderman:** Path?

 _He looks back at the waterfall and notices a narrow pathway leading outside onto the cliff face, with just enough room to avoid the waterfall._

 **Spiderman:** Aw come on!

 _Phantom chuckles to himself before descending further into the labyrinth, the Spiderman hurry's off after him, unaware of the fish tail poking out of his backside._

* * *

 **The Chronicle Chamber**

 _Spiderman is lead by Phantom make into a large library; all round the room, every wall has been chiselled out from the stone to make shelves, filled with books that go all the way up to the ceiling. At the centre of the room is a round table with a few chairs and the entire room is lit by candle light._

 **Spiderman:** Man, Ava would freak to have a library like this.

 **Phantom:** This is the Chronicle Chamber; this room contains every record, chronicling the events of my forefathers for the last four centuries. Their thoughts and wisdom archived for future Phantoms.

 **Spiderman:** Wow!

 **Phantom:** It also contains tomes and manuscripts that have been collected over the centuries. This is why I brought you here.

 _Phantom walks over to a ladder and moves it across the room to a section, climbs up to the top and brings down a heavy looking, dusty old book. He brings it over to the table and lays it down open and begins to search though it, Spiderman walks over to him while drying out his gloves._

 **Phantom:** Ever since we defeated Goblin, I've been searching through the chronicles. Do you recall that artefact you told me about? The one that brought you here?

 **Spiderman:** I only got a brief look but it was some kind of wand, greenish glow and freaky heads carved on either end.

 _Phantom continues to look through the ancient book, until he stops at a single page._

 **Phantom:** And that's when I found this?

 _Spiderman takes a closer look at what Phantom was pointing at, the text on the page was written in an unknown language that he had no idea of its origin, but the picture that Phantom was pointing at illustrated an object that fitted Spiderman's description perfectly._

 **Spiderman:** That's it! What is it? What does it say?

 **Phantom:** The text written here is an ancient mystical language; Its name is long forgotten but luckily an understanding of this text has been passed down by previous Phantoms. Let me see...

" _The Wand of Watoomb, an_ _object of near-omnipotent power, the Wand is controlled by mere thoughts of its user._ _It can_ _absorb, store and unleash mystical energy and can manipulate those energies to alter the fabric of time and space, open gateways to other dimensions and can be wielded as a weapon of great and terrible power"._

 **Spiderman:** I can see now why Goblin wanted it, so how do we find it?

 **Phantom:** I already know where it is.

 **Spiderman:** You do?

 **Phantom:** According to this one of my ancestors, the 9th Phantom had recovered this wand. Unsure of its origin but convinced of its danger he had it hidden away on Bangalla, in a hidden chamber. I think he believed it to be too powerful for mortal men and feared if it fell into the wrong hands.

 **Spiderman:** Awesome! So let's go get it.

 _Spiderman more or less bolts for the chamber door before Phantom calls him back._

 **Phantom:** Wait! Before we go ... there's something I want to show you...

* * *

 **The Crypt**

 _Phantom guides Spiderman into another room far deep inside the Skull cave; it seems to be a long narrow hallway, with large plaques along each wall, inscribed with Roman numerals from 1 to 20. Phantom takes a lit torch from off the wall and begins to lead Spiderman down the long hallway._

 **Spiderman:** What is this place?

 **Phantom:** Peter, you entrusted me with your secret and for you to understand what I'm about to ask you, it's only right that you know mine.

 _He brings Spiderman over to the first plaque which had a skull, along with the Roman numeral for 1 engraved upon it._

 **Phantom:** It all began 400 years, when a small boy named Christopher Walker saw his father savagely murdered by the Pirates of the Singh Brotherhood. That same boy later swore an oath of vengeance; to fight piracy, greed and cruelty in all its forms, and he became the first Phantom.

 **Spiderman:** The first?

 _Phantom then lead Spiderman further down the crypt, shining his torch light on every plaque they past._

 **Phantom:** I'm his descendant Peter ... sworn from birth to carry out his oath. The mantle of the Phantom is passed down from father to son. Twenty Phantoms have come before me, but no one knew that. Everyone, especially the Banda tribe, thought he was the same Phantom. They all thought he was immortal ... that's he's known as the "Ghost who walks".

 _Suddenly he stops to turn towards Spiderman, with a sheepish grin across his face._

 **Phantom:** Now I'm not actually immortal Peter, I was born right here in this cave and then educated in America. But when my father was killed, I came back to take his place.

 _He shines his torch over the plaque they were standing in front of. The Roman numeral "XX" engraved on it; Phantom places his hand on it and gently caresses its surface._

 **Spiderman:** How did he die?

 **Phantom:** He was betrayed; his friend Rama, who was also a secret member of the Singh Brotherhood stabbed him while his back was turned and stole his belt. After I became the 21st I managed to track Rama down, recovered my father's belt ... and avenged his death. A common story amongst my family, perhaps my own son will do the same.

 **Spiderman:** Why did you want to show me this?

 **Phantom:** I wanted you to see the dedication of the Phantoms, were I am from and where I'm going. And I wanted you to understand the question I'm about to ask you.

 _Phantom turns to face Spiderman and has a very serious but hopeful look on his face._

 **Phantom:** When we first met it was clear that you never heard of me, and after learning about your ... origin I want to know. Does my line continue? Does a Phantom exist in the 21st century?

 _Spiderman was dumbstruck, not having any idea what to say to his friend, so he decided to best stick with the truth._

 **Spiderman:** Phantom ... I'm sorry, but I don't know, I really don't know. But I get the impression that you Phantoms don't exactly leave Bangalla that often, and I didn't even know Bangalla even existed. So maybe you have a descendent but ... I can't be certain.

 _Phantom looks at him for a moment and then ... smiles._

 **Phantom:** Then I guess I need to make sure that there is one. Because from what you told me of your world ... The Phantom is needed.

 _ **(Spiderman) Wow ... You know I really hope there is a Phantom back home, maybe when this is all done... Actually, this might be a good moment to fast forward a little bit, so enjoy this abridged version of how we recovered the Wand of Watoomb.**_

* * *

 **Cutaway**

 _In a poorly lit underground chamber the Wand of Watoomb is placed on a pedestal, then Chibi Spiderman tip toes his way over to the Wand, avoiding pressure plates as he goes. Reaching the pedestal, he creates a web ball and carefully replaces the Wand with it, thinking him safe he begins to walk away, and then turns to see the pedestal sink into the ground and the whole chamber begins to crumble around him._

 _Turning tail and run, Chibi Spiderman dodges the incoming arrows from the walls (while humming the Indiana Jones theme tune) reaches the pit with spikes at the bottom, he web swings over it and slides under the stone door before it closes. Running down a passageway, he stops as a rumbling sound is heard and turns round to see a giant bolder rolling towards him. Chibi Spiderman easily outruns it and slides his way under another closing door, only to realise he's missing his fedora and webs it to him from under the door just before it closes._

 **Chibi Spiderman:** I don't know what the other guy was complaining about, that wasn't too.

 **Cutaway ends**

* * *

 _Spiderman is sitting on a plane back to New York, with his hand resting on a mysterious black case._

 _ **(Spiderman) What? It really happened that way I swear.**_

* * *

 **Warehouse – New York – Evening**

 _After arriving in New York, Spiderman made his way back to the very same warehouse that he woke up in at the start of this adventure. Although it's been a while since that night, it felt like a lifetime ago and he wasn't even sure that he was the same Spiderman back then._

 **Phantom:** Are you ok?

 **Spiderman:** Yeah, just thinking.

 _Just then the warehouse doors opens and Shadow, Green Hornet, Kato, Swift Cloud, Rocketeer and Zorro walk inside and approach Spiderman and Phantom._

 **Green Hornet:** Nice work Shadow, the rings do work. Well we're all here, what's all this about?

 **Shadow:** I believe our comrade has reached a decision.

 _Spiderman places the case he was carrying on the ground to opens it. He takes out the Wand of Watoomb and holds it up for the rest of them could see._

 **Spiderman:** This is the Wand of Watoomb; the artefact that sent me here in the first place. It was thanks to Phantom that we were able to recover it. It doesn't look like much but has the power to send me home.

 **Zorro:** So Señor, are you going home?

 **Swift Cloud:** Peter?

* * *

 **Warehouse, New York – 2013 – Evening**

 _Ava finds herself walking amongst the debris of the destroyed warehouse; it's been about two weeks since she last saw Peter. She makes her way over to the spot where the time/space phenomenon still is, it had been slowly fading away and Powerman's parents, Mr and Mrs Cage estimate that it would disappear completely in the next hour. So Ava decided to come here and watch it happen._

 _She sits down on some rubble, next to the phenomenon and stared at it. After a short while she took out a package from her bag, the research that MJ and she had collected in Chicago. She opened it and took out a copy of the Daily Sentinel and looked at its front page. They tried to show Director Fury and the rest of the team what they found but saying they were sceptical was an understatement. Fury hadn't forgotten that, not only she stole a jet, but she had shared classified Intel with a civilian. Fury wasn't sure whether he should court marshal her or imprison her but there was one thing he was certain of, she was no longer welcomed at S.H.I.E.L.D._

 _The rest of her so called friends didn't even speak up for her, they were either too scared to argue with Fury or, in Novas case, supported the decision fully. Powerman and Iron Fist tried to approach her afterwards but she was not interested, she just packed up her things and left. Thankfully MJ was kind enough to put her up for now, but it was clear she couldn't stay for too long. After a few days feeling lonely she decided to come here._

 **Ava:** Peter ... I miss you ... I miss you so much.

 _Looking down at the newspaper, she noticed single tear had fallen onto the page._

 **Ava:** I'm sorry Peter ... I'm so sorry I was so harsh on you, I just wanted you to be the hero I knew you could be, and... I didn't want you to leave. You're the only one who ever understood me, nobody since my father died had ever understood, you where there for me at a time I needed someone the most ... you believed in me when I wasn't able to believe in myself. And ... I ... I need you more than ever.

* * *

 **Warehouse – 1936 – Evening**

 **Swift Cloud:** Well?

 _Spiderman looks round at all of his new friends, taking a deep breath and begins to explain._

 **Spiderman:** I learned so much from each and every one of you, and I know I'm a better person, a better hero for it. Hornet, Kato, the both of you taught me that my mask is not to hide my identity, but to create one. Zorro, you showed me that a hero should be a defender of the people, and not a seeker of fame. To sacrifice yourself in service those who cannot defend themselves. Rocketeer, You've had my back and helped me though a tough decision and I think I know now what it's like to have a brother.

 **Spiderman:** Phantom, I hope to live up to your example by passing on everything I have learnt to a newer generation. Shadow, you taught me that everyone has the potential for great evil but also for good, and that it's what side I choose to acted on is who I really am. Jackie, you proved that anyone can be a hero, no matter where they are from or their upbringing. As long as they got the heart, soul and perseverance to keep going no matter what challenges they face. And you also saw something in me that I never thought anyone would see ... me. And because of everything you have taught me ... I've decided to go home.

 **Shadow:** Is this your final decision?

 **Spiderman:** Yes it is.

 **Rocketeer:** It won't be the same without you.

 **Zorro:** Then I wish you well.

 **Green Hornet:** Take care of yourself, kid.

 **Spiderman:** Thanks I will.

 **Phantom:** And remember; "Call the Phantom anywhere and he will hear".

 **Spiderman/Phantom:** Old Jungle saying.

 **Kato:** You're a good kid.

 **Spiderman:** It was amazing meet ... Jackie?

 _Swift Cloud has her back turned from the rest of them and from the noises she was making, crying. Spiderman walks up to her and hugs her from behind._

 **Swift Cloud:** I knew it, I knew you were going to skedaddle, but I thought that ... I hoped.

 **Spiderman:** Jackie ... I would be lying to you if I said I never considered it, that I wasn't tempted. But I still have family back home, friends, people who rely on me, people who need Spiderman. And before I came here I would give anything to have what I have now, but I was only thinking about myself and you guys taught me what I needed to know in order to grow. If I stayed here, I would be betraying everything I learned ... You guys _**want**_ me, but they _**need**_ me.

 _She turns to face him and embraces him in a tight hug, so tight that she was afraid that if she let go, he would disappear right then and there._

 **Swift Cloud:** They don't deserve you, City-slick.

 **Spiderman:** Of course, I'm Spiderman ... You know, in a different time, in a different place...

 **Swift Cloud:** Always the flammel mouth, darlin'.

 _As the two of them look at each other, the Wand begins to glow from inside Spiderman's coat and he quickly takes it out to examine it._

 **Spiderman:** What on earth...?

 _Suddenly a large green crack appears and widens slowly in front of them. Spiderman and the rest of the vigilantes approach the mysterious phenomenon, as he moves closer he could see images starting to form in the gap. It looked like the warehouse they were all in but it was destroyed, just like before he left and there, sitting down on some debris was a familiar face._

 **Spiderman:** Ava?

 _Suddenly he could hear Ava's voice, echoing around the room._

 **Ava:** " _I never got a chance to say this ... and I never will now, but the time I spent living in your house was the closest I had to a real home in years, again you were there for me and I've never been there for you, not once. I wish you were here, right now so I could say ... I love you ... I love you Peter Parker, and not having you here is tearing me apart."_

 _Spiderman looked at the image of Ava and regretted still having his mask on, since his goggles were starting to steam up from the tears building up inside._

 **Swift Cloud:** I guess someone does need you right now.

 _Spiderman turns to Swift Cloud._

 **Spiderman:** I'll never forget you Jackie and that goes for all of you.

 _Every one of his new friends gives him a smile and a reassuring nod, then just as Spiderman is about to turn towards the phenomenon, Swift Cloud grabs his arm._

 **Swift Cloud:** Hey city-slick ... am I ever going to see you again?

 **Spiderman:** Once this portal closes I need to make sure this artefact is hidden away ... so probably not, no.

 **Swift Cloud:** Then I'll never need to live this down.

 _She grabs him by the shoulders and kisses him, Spiderman returns it knowing that this is the perfect way to say goodbye to her, despite the wolf whistle being made by a few of the others. As both teens break away from each other, Spiderman gives Cloud a warm smile._

 **Spiderman:** Goodbye ... Jackie.

 _He faces the portal and steps though it, then after a blinding green light, it disappears._

 **Swift Cloud:** See ya around ... Peter.

 _For a few moments, the group of legendary vigilantes look at the spot where Spiderman once stood. Each one inwardly saying goodbye to one of their own, the most unusual person they ever met and the greatest hero out of them ...The Ultimate Spiderman._

 **Rocketeer:** Ah nuts ... I wanted to ask him who wins the next World Series!

* * *

 **Warehouse – 2013 – Night**

 **Ava:** I love you ... I love you Peter Parker, and not having you here is tearing me apart.

 _Breaking down into tears, she covers her face with her hands. After sobbing for what seemed like an eternity, she got to her feet, picked up her bag and made her way out of the warehouse, unaware of the mysterious figure watching her leave._

 _Outside, Ava lazily made her way through nearby alleyways as heavy rain starts to pour down in order to reach the main street. However in her emotional state she failed to notice another presence in the alleyway and while being taken by surprise, something kicked her square in the back causing her to slam against the brick wall next to her. Though still dazed, Ava could make out a familiarly annoying French laugh as the costumed criminal Batroc the leaper lands over her._

 **Batroc:** Excusez-moi Mademoislle ... But you should not be out so late in the evening. No telling who you might run into.

 _The rain is now accompanied by thunder and lightning as Batroc searches Ava for any valuables on her person. Just as he takes of Avas watch there was another flash of lightning, which illuminated a shadowy silhouette now standing behind the crook._

 **Batroc:** Qu'est-ce que...?

 _He was suddenly whacked across the back of his head, sending the French thief flying across the ally. As he gets back to his feet, he looks all around him, but he couldn't see anyone except for his young female victim, now slowly regaining her composure._

 **Batroc:** Come out, Mon ami...

 _From out of nowhere, a trash can lid hit Batroc in the stomach and while he's hunched forward, Batroc felt someone leap frog over his back, grabbed him by his waist and throw him once again into a wall. The thief groaned in pain as he could see a black figure emerging from the darkness and calmly walked towards him. Every time Batroc tried to get up, the figure fired a web-shot at his legs to knock him back down until he was now standing over Batroc._

 **Batroc:** Oh fine Monsieur, You got me. I guess you now deliver me to the proper authorities?

 **Spiderman:** I used to go so easy on you Batroc, but you just hurt someone dear to me. And from where I just came from ... That has consequences.

 _After hearing the stranger's voice, Ava rose sharply to her feet and hurried over to the scene taking place before her. The stranger fired a web-line at Batroc and yanked him close enough to uppercut him into the air. Then in an instant, he fired another web-line to catch Batroc once again and slam him onto the ground. As the criminal winches in pain, the stranger began to engulf him in a cocoon of webbing before leaping up the walls of the alley, along with Batroc and proceeded to hang him upside down from the rooftop above._

 **Spiderman:** Take a good look at that girl Batroc, because the next time you see her, you'd better run. Run and hide every time you see her walk down a street or ride a bus because I won't be far behind her. Watching and waiting from the shadows, and if any harm comes to her while you're in the same district ... I'll show you what Spiders really do to little flies they catch in their web.

 **Batroc:** Oui! Oui Monsieur! I won't go near her again, on that you have my...

 _Spiderman lets go of Batroc and he cries out in terror as her falls several storeys to only crash land in an open garbage bin. Ava watches this whole scene play out and continues to stare up at the shadowy figure until he steps out of view. In a mad rush he makes her way up the buildings fire escape, all the way to the rooftop. When she reaches the roof, she saw her mysterious saviour standing at the opposite end... looking out at the city._

 **Ava:** PETER!

Her cry could be heard easily over the thundering weather happening over head. Ava continues to rush over to Spiderman, until he turns to face her. For a moment the two of them stare at each other for what seemed like an eternity that was until Spiderman reached up to take off his fedora and mask, showing his bare face to the young Latina.

 **Peter:** Ava.

 **Ava:** Peter.

 **Peter:** I'm back.

 _His voice was steady, considering the flood of emotions running through him at that moment. Ava was still speechless but then she begins to slowly walk closer towards him. When she's finally and standing right in front of him, Ava lifts her hand up and places it gently on his cheek, wondering if it's really him._

 **Peter:** Ava I've missed you ... Ow! OW!

 _Ava had pinched his cheek so hard; he thought it was going to scar him for life. When she let's go he quickly caresses it._

 **Peter:** What was that for?!

 **Ava:** I wanted to make sure you were real.

 **Peter:** Convinced?

 **Ava:** Yes.

 _Before he could say anything else, his Spider-sense goes off, unfortunately not quick enough for him to avoid Ava grabbing his coats by the collar and swiftly kicking him in the stomach._

 **Peter:** Why...?

 **Ava:** I ATE TEN TUBS OF ICE CREAM BECAURSE OF YOU PARKER!

 **Peter:** Huh?

 _Still winching in pain, Peter looks back up at Ava, only to see her starting to tear up. As he straightens back up Ava buries her head into his chest and started to cry uncontrollably, the two of them slowly drop to their knees and Peter places his hand gently on her head and starts comforting her._

 **Peter:** Shush now, I'm here ... I'm here ... and I am never going to leave you again.

* * *

 _A while after their heartfelt reunion, the weather had cleared up and both Peter and Ava were laying together on the rooftop, holding each other and watching the starry sky above them._

 **Peter:** By the way, you still haven't asked me about what I'm wearing, or even about were I've been?

 **Ava:** I know.

 **Peter:** Wait! How do you know?

 _She turns round on her side and takes something out of her bag and hands it to Peter, he takes a look at it and his eyes widen in surprise. It was a copy of the Daily Sentinel, dated nearly 80 years ago and on the front cover was a picture of him and the other 1936 heroes standing side by side at the chaotic scene in front of the Empire States Building. Amazed by this Peter read the first few lines of the article._

" _In the New York's darkest hour; a league of vigilantes, criminals and other masked individuals arose from myths and stories like the gallant knights of old to fight back against the monsters that terrorise the city. Many officials are still in disagreement about these suppose saviours but the grateful citizens of New York and couldn't continue with their lives if not for their efforts."_

 **Peter:** League? Huh, I suppose we were. How did you get this?

 **Ava:** A library you idiot ... So, who were they.

 **Peter:** Hold up, first things first!

 _He rolls on top of her and starts to kiss her neck softly; she lets out a giggle._

 **Peter:** I have to make up for lost time.

 _The two teenagers kiss each other for what seemed like forever, nether one of them wanting this moment to end and they carried on until dawn appeared, knowing that whatever the future brings ... at least they'll be together._

 _ **THE END...?**_

 _(_ _Spiderman theme song performed by Michael Buble plays in the background)_

* * *

 **A/N: And that's all she wrote...or I wrote. Hard to think it's all over now. So please Rate, Review, Comment, do whatever you like, you lot have been utterly fantastic, just fantastic and as for the theme song, seriously look it up on Youtube it fits the story well.**

 **Thanks**


	28. Epilogue

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment**

 **In short I don't own anything in this story. This is just for fun**

 **Enjoy**

* * *

 **Epilogue**

 **Undisclosed Military Installation – 1936 – Night**

 _In a hidden location and lying on a table in the facility mortuary, the mutilated corpse of Norman Osborn AKA the Green Goblin is covered by a white sheet and is left in the centre of the room. The door opens and a Doctor walks in and approaches the body, lifting the sheet up and examines the Goblins face._

 **Doctor:** What an amazing specimen, imagine all the things we could accomplish with you.

 _Just then the doors of the mortuary opens again, and yet another Doctor enters the room, stopping in his tracks suddenly as he sees the other man in the room._

 **Doctor Ernestine's Assistant:** Sorry, can I help you?

 **Doctor:** I'm from section 2; they sent me over to examine the specimen.

 **Doctor Ernestine's Assistant:** Yeah well I'm Doctor Ernestine's personal assistant so I'm aware of everyone assigned to each section.

 **Doctor:** I'm only a recent transfer.

 **Doctor Ernestine's Assistant:** Let me see your identification.

 **Doctor** : Of course.

 _The second doctor approaches while his colleague reaches into his coat pocket and takes out an I.D card and then hands it to him. As the second doctor examines the card, the first doctor lowers his arm allowing a wrist blade to extend and uses it to stab the second doctor in his side while using his free hand to cover the victim's mouth._

 _Letting go of his victim, the killer drops him to the ground then goes back to examine the corpse. While examining the mangled face of Goblin, the doctor placed his own hand over his face and begins to "mould" it back into the shape of Goblins so called associate_ _ **Chameleon**_ _. He takes out a syringe and injects it into the Goblins neck, extracting a sample of his D.N.A._

 **Chameleon:** Oh yes, you will do just nicely. With the power that you squandered, it will bring a new golden age for the _**Brotherhood**_.

 _He places the syringe into a case, puts it in his coat and takes out a strange device, and drops it on the corpse, igniting it in flames. As the killer calmly leaves the premises, the Goblins body burns to a crisp. Leaving noting but ash._

* * *

 **A/N: and for the moment, that's all I'm going to say on the subject.**

 **Thanks**


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